UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 10-K

(Mark One)

x
              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended December 31, 2008

or

o
              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _______________ to _______________.



Commission File Number 000-23213

YOUNG INNOVATIONS, INC.

(Exact name of registrant as specified in its charter)



Missouri
              43-1718931(State or other jurisdiction
      of incorporation or organization)
              (I.R.S. Employer Identification No.)13705 Shoreline Court East,
              63045Earth City, Missouri
              (Zip Code)(Address of principal executive offices)




Registrant's telephone number, including area code: 314-344-0010



Securities registered pursuant to Section 12(b) of the Act:



Common Stock, $0.01 par value per share
              The Nasdaq Stock Market LLC(Title of class)
              (Name of each exchange on which registered)




Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No x



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No o



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.

(Check one):  Large accelerated filer  o  Accelerated filer  x  Non-accelerated filer  o Smaller reporting company o



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x



The aggregate market value of the registrant's Common Stock held by non-affiliates based on The Nasdaq Global Select Market closing price as of June 30, 2008 (the last business day of the registrant's most recently completed second fiscal quarter), was approximately $105 million. (For purposes of this calculation only, directors and executive officers have been deemed affiliates.)



Number of shares outstanding of the registrant's Common Stock at February 23, 2009:



7,854,658 shares of Common Stock, $0.01 par value per share



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrant's definitive Proxy Statement to be filed for its 2009 Annual Meeting of Stockholders (the 2009 Proxy Statement) are incorporated by reference into Part III of this Report.






TABLE OF CONTENTS

PART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8.  Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules






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PART I



Item 1. Business (All $ amounts are noted in thousands).

General Overview

Young Innovations, Inc. and its subsidiaries (the Company) develops, manufactures and markets supplies and equipment used by dentists, dental hygienists, dental assistants and consumers.  The Company's product offering includes disposable and metal prophylaxis (prophy) angles, prophy cups and brushes, dental micro-applicators, panoramic X-ray machines, moisture control products, infection control products, dental handpieces (drills) and related components, endodontic systems, orthodontic toothbrushes, flavored examination gloves, children's toothbrushes, and children's toothpastes.

The Companys manufacturing and distribution facilities are located in Missouri, Illinois, California, Indiana, Texas, Wisconsin and Ireland.

The Company markets its products primarily in the U.S.  The Company also markets its products in several international markets, including Canada, Europe, South America, Central America and the Pacific Rim.  International sales represented approximately 18% of the Companys total net sales in 2008.

The Company is a Missouri corporation with its corporate headquarters located at 13705 Shoreline Court East, Earth City, Missouri 63045, in the St. Louis, Missouri metropolitan area; its telephone number is (314) 344-0010.  The telephone number for investor relations is(312) 644-4174.

Background

The Company was founded as Young Dental in the early 1900s.  As one of many small suppliers to the dental profession, Young Dentals strength was manufacturing consistently reliable dental products.  As dentistry evolved, Young Dental employees worked with practicing dentists and academics to identify clinical problems.  Young Dental staff used their engineering and manufacturing expertise to create solutions to those problems.  Young Dental established a strong reputation and leading market position in disposable and metal prophy angles, the core products utilized by the dentist in the typical biannual teeth cleaning treatment.

In 1995, following the acquisition of The Lorvic Corporation, the Company incorporated as Young Innovations, Inc. in the state of Missouri.  Since then, the Company has acquired a number of complementary businesses, and introduced a variety of new products.  Through these acquisitions and new product introductions, the Company has expanded its preventive and infection control product offerings, and entered a number of new product areas, including dental diagnostic imaging, handpieces, home care products, and endodontics.  The Company believes its continued commitment to providing innovative products to meet the evolving needs of dental professionals has earned it a reputation for quality, reliability and value.

Business Strategy

The key elements of the Companys strategy are:




              Enhance and Expand Customer Relationships.  Enhancing and expanding customer relationships are fundamental components of the Companys strategy.  By understanding and responding to the needs of distributors, clinicians and patients, the Company seeks to serve a broader customer base by extending the reach of its existing products to new customers and new markets.



              Improve Operating Efficiency.  The Company strives to reduce costs and rationalize expenses across its operations in an effort to maximize profitability and better serve its customers.  In order to realize operating efficiencies, the Company seeks cost savings through manufacturing and process improvements, administrative and marketing synergies, and strategic facility consolidations.



              New Product Development and Acquisitions.The Company brings products to market through two methods: internal product development and acquisitions. Internal product development focuses on evolutionary changes to its existing product lines to enhance patient care, increase patient comfort and improve practice productivity. The Company has typically entered new product categories through acquisitions. The Company intends to pursue acquisition opportunities that increase the breadth of its product and service offerings, enable entrance into




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attractive new markets, and enhance the growth and profitability of the business. The Company continually evaluates acquisition opportunities and has a proven track record of successfully acquiring and integrating acquired businesses. The following table provides a summary of the Companys acquisition history:



Select Acquisitions

Company Name
              Acquisition Year
              Key Product AdditionsThe Lorvic Corporation
              1995
              Infection control productsDenticator International, Inc.
              1996
              Popular-priced disposable prophy anglesPanoramic Corporation
              1998
              Panoramic X-ray equipment and suppliesAthena Technology, Inc.
              1999
              Dental handpieces and related componentsPlak Smacker, Inc.
              2000
              Home care products and flavored glovesBiotrol and Challenge
      (subsidiaries of Pro-Dex, Inc.)
              2001
              Infection control products, prophy pastes and other preventive productsObtura Corporation &
      Earth City Technologies, Inc.
              2003
              Endodontic productsD&N Microproducts, Inc.
              2006
              Panoramic X-ray equipmentMicrobrush, Inc. and Microbrush International Ltd.
              2006
              Dental micro-applicators


Products

The Companys $99,143 in sales for 2008 were derived from the manufacture and distribution of the products described below.  The Company offers many different products which fall within one of two general categories- consumables and diagnostics.  Consumables consist of preventive, infection control, micro-applicators, home care and endodontic products.  Diagnostics consist of X-ray machines and supplies.  Revenue from consumables was $87,432,  $83,376 and $76,975 for 2008, 2007 and 2006, respectively.  Revenue from diagnostics was $11,711, $14,026 and $13,830 for 2008, 2007 and 2006, respectively.

Consumables:

Preventive.The Company believes it is a leading supplier of preventive products to the U.S. professional dental market.  Preventive products include:


              Prophy Angles.  The Company offers a broad line of prophy products.  The prophy angle, in combination with prophy paste, is used in the typical biannual teeth cleaning treatment that helps remove plaque and polishes teeth.  The Company offers a variety of pre-assembled Classic and Contra disposable prophy angles with cups or brushes attached under both the Young Dental (premium-priced) and Denticator (popular-priced) brand names, as well as through private-label relationships.  The Company believes it is a leading U.S. manufacturer and distributor of disposable prophy angles, with its extensive line of prophy products that suit the wide variety of customer needs and desires.




The Company also offers metal prophy angles, which are sealed to help prevent damage to the internal components of the angle and help it withstand repeated sterilizations.  The metal prophy angles are marketed together with an assortment of cups and brushes specifically designed to work together, which encourages recurring purchases of these products.


              Prophy pastes.  D-Lish, Festival and ProCare are some of the brand names of the Companys prophy pastes.   Most pastes are available in a variety of textures (grits) and flavors, and some are sold in powder form.  Important functional features of prophy paste include stain removal, flavor and splatter control.




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
              Fluorides.  The Company has a variety of flavors of fluorides in gel formulation.   Fluorides are used to help prevent tooth decay.



              Handpieces and components.  Under the Athena Champion brand name, the Company manufactures and markets low and high-speed dental handpieces.  Handpieces are used for teeth-cleaning and during restorative procedures, including removing decay during cavity preparation procedures.  The Company also provides repair and maintenance services for handpieces.



              Moisture control.  The Company offers a variety of moisture control products, including Dri-Aid and Surg-O-Vac, used to remove and absorb saliva or liquids during a variety of common dental procedures.




Infection Control.The Company markets a broad line of infection control products to the dental practice.  Infection control products include:


              Surface disinfectants.  BIREX is one of the leading liquid surface disinfectants in the U.S.  Surface disinfectants are used to clean surfaces in the dental operatory, such as a dental chair or countertop that may be contaminated with bioburden.  BIREX is a concentrated solution that is diluted with water prior to use, which makes it easier to ship and store.



              Evacuation system cleaners.  The evacuation system is designed to remove debris from the patients mouth during a dental procedure.  Vacusol and NeutraVac, the Companys evacuation system cleaners, remove debris that collects in the evacuation line.  When used with the Companys atomizer, the solution is mixed with room air and flows through the evacuation lines.  Due to the unique air/liquid solution, the stress on the vacuum pump used in the evacuation system is minimized, which helps to extend pump life.



              Gloves and masks.  The Company offers many types of gloves, including latex, non-latex and powder-free gloves for dental professionals.  Flavored gloves, including bubble gum and grape, are often used by pediatric dentists to help provide a more positive, enjoyable experience for their younger patients.  Masks are used as a barrier by dental professionals.



              Ultrasonic cleaning systems.  The Company, under the Healthsonics brand name, manufactures and markets a line of ultrasonic cleaning systems primarily used to clean and disinfect dental hand instruments.  The Company also sells a line of solutions and accessories that are used in connection with these systems.



              Instrument disinfectants.  The Company offers a full line of solutions designed for disinfecting dental instruments, including Multicide Ultra and Biozyme LT.  Certain of these cleaners may also be used with ultrasonic cleaners.


Micro-applicators.  The Company manufactures a variety of disposable micro-applicators and bristle brush applicators, under the Microbrush brand name, designed specifically for fast application of minute amounts of material in areas of limited access.  The products are used in dental procedures such as the application of tooth whitening products, sealants, disclosing products, orthodontic brackets, topical analgesics, bonding agents and other restorative materials.

Home Care.The Company markets a line of products to dentists, pediatric dentists and orthodontists that are sold or given to patients for use at home.  The Companys home care products include:


              Home care kits.  These kits are given to patients to encourage good oral healthcare habits and contain products such as brushes, wax to protect the inside of the cheek from irritation due to brackets, a timer to monitor brushing time and floss.



              Toothbrushes.  The Company offers a broad line of toothbrushes for many age groups, including infants, children, teens and adults.  The Company also markets an all-in-one brush for patients with braces.  One end of the brush is a standard toothbrush, while the other end features a conical brush designed for access between brackets.


Endodontic.The Company sells endodontic products under the Obtura and Spartan brand names.  Endodontics is the part of dentistry associated with the treatment of tooth root, dental pulp and surrounding tissue.  The most common therapy in endodontics is the root canal procedure, which involves removing the organic root canal tissue and then filling the empty canal with gutta percha, a rubber-like filling material.  Endodontic procedures are performed by both general dentists and specialists (endodontists).  The Companys endodontic products include:



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
              Obturation.  The Obtura family of endodontic units are gun-type, heat-softened gutta percha delivery systems.  This unique dispensing unit allows the dentist to deliver a consistent flow of warm gutta percha directly into the canal, similar to extruding hot glue from a glue gun, facilitating the canal-filling procedure.   Additionally, the Obtura systems help practitioners effectively seal the canal, which is an important component of the root canal procedure.



              Ultrasonic systems.  Under the Spartan brand name, ultrasonic scaling units and handpieces are marketed together with a variety of tips for different clinical applications. BUCtm tips are used for, among other things, gaining and refining access to the tooth root, while CPRtm tips are more often used in retreatment cases.  KiStm tips, used for microsurgery, offer a rough diamond coating for improved cutting.  The Company also offers additional ultrasonic tips for use in periodontal applications.




Diagnostics:



The Company markets panoramic dental X-ray systems and supplies in the U.S. under the Panoramic brand name.  The Companys diagnostic products include:


              Panoramic PC-1000 System.  The PC-1000 is a fully-equipped panoramic X-ray machine which produces a high-quality image of the entire dental arch. All teeth, the entire lower jaw, joints and a portion of the sinuses are seen on a single X-ray image. A single exposure from the PC-1000 lasts only 12 seconds, resulting in far less radiation exposure when compared to a set of bite-wings or a full mouth series taken with traditional intraoral X-ray machines. The PC-1000 is shipped essentially fully assembled and is freestanding.  As a result, this machine requires only a few hours to install, which is much less than most competitive products.



              Panoramic PC-1000/Laser-1000.  This is the Companys cephalometric offering.  Cephalometric radiographs show the exact relationship of various anatomical reference points of the patients anterior skull profile. General dentists and orthodontists use these calculations to locate and predict the movement of teeth in order to fit braces and other orthodontia. Oral surgeons use cephalometric X-rays to detect pathology and also to determine bone and teeth alignment before and after surgery.



              Digital.  The Companys PC-1000 and PC-1000/Laser-1000 provide the platform which produces the X-ray image.  The Company offers two direct digital solutions, the PC-4000, an integrated digital Panoramic X-ray machine, and the DR-1000, which can be purchased with a new panoramic X-ray machine or added to a dentists current panoramic machine.



              Supplies and Service.  The Company offers its customers dental X-ray supplies, including film, film cassettes and intensifying screens, processing chemicals, and darkroom supplies. The Company also offers service on all of its systems through a network of more than 200 independent nationwide service technicians.




Panoramic X-ray systems can be a significant investment for a dentist.  In addition to outright purchase and traditional financing options, the Company established a rental program whereby dentists pay on a per-use basis for the system (i.e., per X-ray image taken).  The system is installed free of charge, and the dentist pays a monthly fee based on usage.  Rental customers have the option to purchase their equipment at any time.

Sales and Marketing of Professional Products

The Company markets its preventive, micro-applicator and infection control products to dental professionals worldwide primarily through a network of non-exclusive relationships with dental product distributors. All major distributors of dental products in North America sell the Company's products, including Henry Schein, Inc. and Patterson Companies, Inc., which accounted for 15.9% and 12.7%, respectively, of the Company's sales in 2008.  In addition to marketing through distributors in the U.S., the Company sells products directly to dental providers and dental hygiene schools, Veterans Administration healthcare facilities, and U.S. military bases.

The Company actively supports its distributor relationships with Company sales personnel and independent sales representatives in the U.S. and Canada as well as in countries outside of North America.  These sales representatives educate the Companys distributors about the quality, reliability and features of its products.  The Company also advertises its products through industry publications.  To supplement its other marketing efforts, the Company provides product samples to dental professionals and exhibits its products at industry trade shows.  In addition, the Company seeks to generate interest in its products by providing information and marketing materials to influential lecturers and consultants in the dental industry.



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The Companys diagnostic, home care, endodontic and certain infection control products are marketed in the U.S. and Canada directly to the end user, primarily by direct mail, telemarketing, trade shows, and a limited amount of advertising in trade and professional journals.  The Company also sponsors seminars hosted by industry thought leaders.



Product Development

The Companys engineers and chemists are focused on developing innovative professional dental products and are actively involved in improving the Companys manufacturing processes.  Frequently, these products are designed and developed in response to needs articulated to the Company by dental professionals.  For example, the Company designed a short prophy cup for its line of prophy angles to allow for easier access to the back of the patients mouth.  The Company holds various patents and trademarks but does not consider its business to be materially dependent upon any individual patent or trademark.

Research and development costs are expensed when incurred and totaled $796, $738, and $915, for 2008, 2007 and 2006, respectively.

Manufacturing and Supply



The Company manufactures most of its products and product components other than certain infection control products, fluorides, childrens home care products, orthodontic kits and related supplies, and examination gloves.



Prophy and Related Products.The Company manufactures prophy and related products in its Earth City, Missouri, and Brownsville, Texas facilities.  The primary processes involved in manufacturing the Company's prophy and related products include precision metal turning and milling, rubber molding, plastic injection molding, component parts assembly and finished goods packaging.  In these processes, the Company uses a variety of computer numerically controlled (CNC) machining centers, injection molding machines and robotic assembly machines, and continues to invest in new and more efficient equipment and production lines.



Pastes.The Company blends and mixes all of its pastes at the Earth City, Missouri facility. The Company also owns equipment used to form and die-cut expanded polyethylene foam and extruded plastic into packaging materials, and equipment used to package its products in a variety of container sizes, including prophy paste in unit-dose containers.



Micro-applicators.The Company manufactures micro-applicators and related products in its Grafton, Wisconsin and Dungarvan, Ireland facilities.  The primary processes involved in the manufacture of these products include plastic injection molding, application of adhesive and flocking, and packaging of finished goods.  The Company uses injection molding machines and robotic assembly machines in these manufacturing processes.



Handpieces and Components.The Company uses a variety of CNC machines to manufacture a number of the components required to produce its high-speed and low-speed handpieces in its Earth City, Missouri facility.  Certain other handpiece component parts are sourced from a variety of Original Equipment Manufacturers (OEMs).  The Company assembles and provides repair services for its handpieces in its Earth City, Missouri facility.



Infection Control Products.The Company manufactures and packages a variety of infection control products, sterilants and cleaners, at the Earth City, Missouri facility.  Additionally, certain of the Companys infection control products are sourced from domestic manufacturers.



Diagnostic Equipment. Diagnostic equipment is manufactured and assembled at the Companys premises in Fort Wayne, Indiana.  The Company also manufactures its own diagnostic generators, a critical system component.



Home Care Products.  The Company sources most of its home care kit components, toothbrushes, and examination gloves from manufacturers in Asia, principally China, Taiwan, Malaysia, India and Vietnam.  Certain other toothbrush and toothpaste products are sourced from domestic manufacturers.



Endodontic Products.  Obturation and ultrasonic systems are manufactured at the Earth City, Missouri facility.  A variety of components and subassemblies are sourced domestically.



Supply.The Company purchases a wide variety of raw materials, including bar steel, brass, rubber and plastic resins from



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numerous suppliers. The majority of the Company's purchases are commodities readily available at competitive prices. The Company also purchases certain additional miscellaneous products from other manufacturers for resale.

Competition

The markets for the Companys products are highly competitive.  The Company believes that the principal competitive factors in all of its markets are product features, reliability, name recognition, established distribution network, customer service and, to a lesser extent, price.  The relative speed with which the Company can develop, complete testing, obtain regulatory approval and sell commercial quantities of new products is also an important competitive factor.  Some of the Companys competitors have greater financial, research, manufacturing, and marketing resources than the Company.
The Company's competitors include DENTSPLY International Inc.; Danaher Corporation; Preventive Technologies, Inc.; John O. Butler Company; Instrumentarium; Planmeca OY; StarDental, a division of DentalEZ Group, Proctor and Gamble Co. and Colgate-Palmolive Co.

The Company competes with manufacturers of both branded and private-label dental products.  The Company believes it is a leading U.S. manufacturer or distributor of prophy angles and cups, liquid surface disinfectants, dental micro-applicators and obturation units designed for warm, vertical condensation.



FDA Regulation



The Companys products are subject to regulation by, among other governmental entities, the U.S. Food and Drug Administration (FDA).    To the extent the products are marketed abroad, they are also subject to government regulation in the various foreign countries in which the products are produced or sold.  Some of these regulatory requirements and penalties for non compliance are more stringent than those applicable in the United States.  They also vary from country to country.



Medical Device Regulation.  Pursuant to the Federal Food, Drug, and Cosmetic Act (Act), and the FDAs implementing regulations, FDA regulates the development, manufacture, sale, and distribution of medical devices, including their introduction into interstate commerce, as well as their testing, labeling, packaging, marketing, distribution, recordkeeping and reporting.  In general, if a dental device is subject to FDA regulation, compliance with the FDA requirements constitutes compliance with corresponding state regulations though some states may have additional licensure and other requirements and may conduct inspections of facilities on behalf of or in addition to inspections by FDA.  Medical devices are classified for FDA regulatory purposes as Class I, Class II or Class III, depending on the degree of control necessary to provide a reasonable assurance of safety and effectiveness for the labeled
      use.  Currently, the Companys dental device products are classified as either Class I or Class II devices.  Class I devices are subject to "general controls," such as labeling, good manufacturing practices (GMP), and a prohibition against adulteration and misbranding.  Class II devices are subject to general and "special controls," including premarket notification (510(k)), and other general and device-specific requirements.  All of the Companys dental device products are subject to ongoing regulatory oversight by the FDA to ensure compliance with, among other things, product labeling, GMP/quality system regulation (QSR), recordkeeping, and medical device (adverse reaction) reporting requirements.  The Companys medical imaging products as well as other products that emit radiation are also subject to additional  FDA requirements for radiation safety.  The Companys facilities are further subject to periodic inspection by the FDA, as well as state and local
      agencies.  Failure to satisfy FDA requirements can result in FDA enforcement actions, including product seizure, injunction, fines and civil penalties and/or criminal or civil proceedings.  In the medical device arena, the FDA may also request repair, replacement, or refund of the cost of any medical device manufactured or distributed by the Company.  The Company is also subject to state and local  enforcement action and/or penalties, which may be greater than those imposed by the Act.



Drug Regulation.  The Company also markets drug products, such as fluorides, which are subject to regulation by the FDA and the counterpart agencies of the foreign countries where the products are sold.  The FDA regulates the development, manufacture, sale, and distribution of drugs, including their introduction into interstate commerce as well as their testing, labeling, packaging, marketing, distribution, recordkeeping and reporting.  In general, unless a drug product falls within an over-the-counter (OTC) monograph, is generally recognized as safe and effective for the labeled use, or is entitled to grandfather status, the drug must be approved by FDA pursuant to an approved new drug application before it may be legally marketed.  Drugs are also subject to post approval requirements such as adverse event reporting, record keeping and reporting requirements, cGMP manufacturing, advertising and promotion
      requirements.  Manufacturing facilities are subject to periodic and for cause inspections by FDA for compliance with FDA requirements.   The Company  also operates as a wholesale prescription drug distributor in some states and is required to be licensed by individual states, subject to minimum FDA requirements and additional state requirements.. Failure to comply with the FDAs drug regulatory requirements can result in issuance of an FDA Form 483 Inspectional Observations, Warning Letter, and/or



9







other civil or criminal enforcement action or penalty.   The Company is also subject to state and local enforcement action and/or penalties, which may be greater than those imposed by the Act.



Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA)



Certain of our infection prevention products are classified as pesticides and are subject to regulation by the United States Environmental Protection Agency (EPA) under FIFRA, and by various state agencies under the laws of those states.  Generally, under FIFRA and state law, no one may sell or distribute a pesticide unless it is registered with the EPA and each state in which the product is sold.  Registrations must be renewed annually.  Registration includes approval by the EPA of the products label, including its claims and directions for use, which must be supported by data.  EPA or states may at any time require additional testing to determine whether a pesticide could cause adverse effects on the environment, including people, and whether it is efficacious.  The pesticide laws also require registrants to report adverse effects associated with their products to the EPA and the corresponding state agency.
      Failure to pay annual registration fees or to provide necessary testing data, or new information regarding adverse effects of product, as well as other conduct, could result in fines and/or the suspension or cancellation of a pesticide registration.



Environmental, Health and Safety Matters



Our operations involve production processes and the use and handling of materials that are subject to federal, state, and local environmental laws and regulations relating to, among other things, solid and hazardous waste disposal, air emissions, and waste water discharge.  We are also required to comply with federal and state laws and regulations relating to occupational health and safety.  If violations of any of these laws and regulations occur, or if toxic or hazardous materials are released into the environment as a result of our operations, the Company could be exposed to significant liability.



The Company believes it is in compliance in all material respects with respect to the laws and regulations applicable to it and its operations.



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Other



The Company maintains a credit agreement with a borrowing capacity of $75,000, which expires in April 2010.  As of December 31, 2008, the Company had $29,349 in outstanding borrowings under this agreement and $45,651 available for borrowing.   The Company expects to fund working capital requirements from a combination of available cash balances and internally generated funds, and from the borrowing arrangement mentioned above.

Some seasonality exists in the business driven by timing of price increases, rebate incentives, tax incentives, and holiday buying patterns and promotions.

Employees

As of December 31, 2008, the Company employed approximately 400 people, none of whom were covered by collective bargaining agreements.  The Company believes its relations with its employees are good.

Website Access to Company Reports and Corporate Governance Materials



The Company makes available free of charge through our website, www.ydnt.com, (1) its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with the Securities and Exchange Commission; and (2) the Audit Committee, Compensation Committee and Nominating Committee charters and its Code of Ethics.  The Companys website and the information contained therein or incorporated therein are not intended to be incorporated into this Annual Report on Form 10-K.













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Executive Officers of the Registrant



The executive officers of the Company, their ages and their positions with the Company are set forth below.  All officers serve at the pleasure of the board.



Name
              Age
              Position
              Principal Occupation During Past 5 YearsAlfred E. Brennan
              56
              Chairman of the Board, Chief Executive Officer and Director
              Chairman of the Board since October 2008 and Vice Chairman from July 2004 to October 2008, Chief Executive Officer since January 2004, President from July 1998 to July 2004, Chief Operating Officer from October 1997 until May 2002. and Director of the Company since August 1997.George E. Richmond
              75
             Vice Chairman of the Board and Director
       Vice Chairman of the Board since October 2008, Chairman of the Board from 1997 to October 2008, Chief Executive Officer from 1995 to 2002, Director of the Company since its organization in 1995, President of Young Dental Manufacturing Company ("Young Dental") (predecessor to the Company) from 1961 until 1997.Arthur L. Herbst, Jr.
              45
              President and Chief Financial Officer
              President since July 2004, Chief Operating Officer from May 2002 until July 2004, Chief Financial Officer from February 1999 until July 2004 and since February 2008, and Director from November 1997 to July 2004.Daniel J. Tarullo
              49
              Vice President
              Vice President of Business Development since July 2004, Director of Business Development from September 2003 to July 2004.Julia A. Heap
              34
              Vice President of Finance and Controller
              Vice President of Finance since May 2008, Corporate Controller since 2005, Assistant Corporate Controller from May 2002 until 2005.David W. Frank
              32
              Secretary
              Secretary since May 2008, Director of Business Development since October 2007. Investment banker for Robert W. Baird & Co. Incorporated from 2003 to 2007.










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Item 1A.  Risk Factors



Forward Looking Statements

This Annual Report (including, without limitation, Item 1  "Business" and Item 7  "Management's Discussion and Analysis of Financial Condition and Results of Operations") includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included herein are "forward-looking statements." Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Forward-looking statements include statements which are predictive in nature, which depend upon or refer to future events or conditions and which include words such as "expects," "anticipates," "intends," "plans," "believes,"
      "estimates," or similar expressions.  These statements are not guaranties of future performance, and the Company makes no commitment to update or disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that may bear upon forward-looking statements. Because such statements involve risks and uncertainties, actual actions and strategies and the timing and expected results thereof may differ materially from those expressed or implied by such forward-looking statements.  These risks and uncertainties include, but are not limited to, those disclosed in this Annual Report and other reports filed with the Securities and Exchange Commission.



The Company makes no commitment to update these factors or to revise any forward-looking statements for events or circumstances occurring after the statement is issued.



At any time when the Company makes forward-looking statements, it desires to take advantage of the safe harbor which is afforded such statements under the Private Securities Litigation Reform Act of 1995.



Risk Factors

We have identified the following risks and uncertainties that may have a material adverse effect on our business, financial condition or results of operations. Investors should carefully consider the risks described below, together with the cautionary statement under the caption Forward Looking Statements described above and other information contained in this Annual Report and our other filings with the Securities and Exchange Commission before purchasing our securities. Our business faces significant risks and the risks described below may not be the only risks we face. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations. If any of these risks occur, our business, results of operations or financial condition could suffer, the market price of our Common Stock could decline and you could lose all or part of your investment in our Common Stoc














k.



Acquisitions have been and continue to be an important part of our growth strategy; failure to consummate acquisitions could limit our growth and failure to successfully integrate acquisitions could adversely impact our results.

Our business strategy includes continued growth through strategic acquisitions, which depends upon our ability to identify potential acquisitions, the availability of suitable acquisition candidates at reasonable prices and the availability of financing on acceptable terms.  In addition, our growth strategy is dependent upon our ability to negotiate and consummate acquisitions and effectively integrate the acquisitions into our business.  Acquisitions involve integrating product lines, employees and manufacturing facilities and include risks relating to employee turnover and sales channel tension.  We cannot be certain that we will successfully manage all of these challenges and risks in the future and there can be no assurance that our future acquisitions will be successful.  Failure to consummate appropriate acquisitions would adversely impact our growth and failure to successfully integrate them would adversely affect our results.



We operate in a highly competitive industry and cannot be certain that we will be able to compete effectively.

The markets for our products are highly competitive. We compete with manufacturers of both branded and private-label dental products.  Some of our competitors have greater financial, research, manufacturing, marketing and other resources which could allow them to compete more successfully.  As a result we may not be able to achieve, maintain or increase market share or margins, or compete effectively against these companies.  In addition, new competitors are constantly entering the markets in which we participate.





13







We rely heavily on key distributors, and if any of them stop doing business with us it would significantly impact our operating results.

In fiscal 2008, approximately 29% of our sales were made through two distributors.  If either of these two distributors were to materially change the timing of their order patterns, our financial results in any given short-term period could be adversely affected.   Additionally, the loss of either distributor as a customer, or a material change in our relationship with either distributor would have a material adverse effect on our results of operations and financial condition until we find an alternative means to distribute our products.



Our results of operations may be adversely impacted by the worldwide macroeconomic downturn.

In 2008, general worldwide economic conditions have declined due to the sequential effects of the subprime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, increased and volatile commodity and energy costs, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns.  These conditions make it difficult for our customers and us to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our products, which would adversely impact our revenues and our ability to manage inventory levels, collect customer receivables and ultimately our profitability.   We cannot predict the timing or duration of any economic slowdown or the timing or strength of a subsequent economic recovery.



Our business is subject to quarterly variations in operating results due to factors outside of our control.

Our business is subject to quarterly variations in operating results caused by a number of factors, including business and industry conditions, the timing of acquisitions, the buying patterns of our largest customers, technology changes, timing of sales promotions, currency exchange rate fluctuations, and other factors beyond our control. All these factors make it difficult to predict operating results for any particular period.



If we are unable to successfully manage growth, our results could be materially adversely affected.

Our future performance will depend, in large part, upon our ability to implement and manage our growth effectively. Our growth in the future will continue to place a significant strain on our management, administrative, operational, and financial resources. We anticipate that, if we are successful in expanding our business, we will be required to recruit and hire a substantial number of new managerial and support personnel. Failure to retain and attract additional management personnel who can manage our growth effectively would have a material adverse effect on our performance. To manage our growth successfully, we will also have to continue to consolidate our operations and improve and upgrade operational, financial and accounting systems, controls and infrastructure as well as expand, train and manage our employees. Our failure to manage the future expansion of our business could have a material adverse effect on our
      revenues and profitability.



Our future performance is materially dependent upon our senior management.

Our future success is substantially dependent upon the efforts and abilities of members of our existing senior management, particularly Alfred E. Brennan, Chief Executive Officer, and Arthur L. Herbst, Jr., President and Chief Financial Officer, among others. The loss of the services of either Mr. Brennan or Mr. Herbst could have a material adverse effect on our business. We have employment agreements with each of Messrs. Brennan and Herbst.  We do not currently have key man life insurance policies on any of our employees. Competition for senior management is intense, and we may not be successful in attracting and retaining key personnel.



Difficulty in obtaining goods and services from our vendors and suppliers could adversely affect our business.

We are dependent on certain of our vendors and suppliers.  We believe we have good relationships with and are generally able to obtain attractive pricing and other terms from our vendors and suppliers.  When possible, we attempt to have multiple sources for key materials and supplies.  If our vendors and suppliers were no longer able to supply product, we could face difficulty in immediately obtaining needed goods and services, which could adversely affect our business for a temporary period.



Certain of our products and manufacturing facilities are subject to regulation, and our failure or the failure of our suppliers to comply with applicable laws and regulations and obtain or maintain the required regulatory approvals for these products could hinder or prevent their sale and increase our costs of regulatory compliance.  In addition, there can be no assurance we will be able to successfully reintroduce any products that may have been recalled.

Our ability to continue manufacturing and selling those of our products that are subject to regulation by the United States Food and Drug Administration, the Environmental Protection Agency, state, local or foreign laws or other federal, state or foreign governmental bodies or agencies is subject to a number of risks, including our ability to comply with existing laws and regulations and ongoing requirements, the promulgation of stricter laws or regulations, or the withdrawal of the approval needed to sell one or more of our products.  We are also subject to regulation by the Occupational Safety and Health Administration and the Securities and Exchange Commission, among others.  With respect to certain products we purchase, our ability to sell such products to our customers is dependent upon the supplier complying with all applicable laws and regulations.  The failure of the Company and/or our suppliers to comply with
      existing or future laws and regulations could have a material adverse affect on our operations.  The costs of complying with these regulations and the delays in receiving required regulatory approvals or new laws, regulations, or regulatory requirements adverse to our business may force the Company  to discontinue selling products, make expensive changes to be able to continue to market existing products, make it more expensive and possibly prohibitive to introduce new products, require the Company to recall products, increase our costs of regulatory compliance, or hinder our growth.  To the extent that we recall products, there can be no assurance that we will be able to timely and successfully reintroduce any products that may have been recalled into the market.



14







Changes in standard of care relating to dental health may impact future results.

The demand for dental products is impacted by the dental health care standards.  If the industry standards were to shift to a standard of care that changed the frequency or type of procedures performed or if third-party insurance coverage were to substantially change, the market for our companys products could be adversely affected.



Technological change could result in loss of market share, product obsolescence and dependence on new products.

Our future success depends on the ability to anticipate and adapt to changes in technology, industry standards and customers changing demands.  If we do not timely acquire, develop, complete testing, obtain regulatory approval and sell commercial quantities of new products in response to a technological change or the changing demands of customers, we could lose market share and our products could become obsolete.



Prices and availability of raw materials may fluctuate which may adversely affect our margins.

If our raw material products, such as resin, were to increase in price significantly, the cost of manufacturing products would increase.  If we were unable to pass the increased cost along to customers, this could adversely affect our business.  In addition, if our raw materials were not available for a period of time, this would impair our ability to obtain necessary materials which could adversely affect our revenue.



Loss of intellectual property protection and related disputes could negatively affect our results.

Our company utilizes copyright, trademark and trade secret laws, licenses and confidentiality and non-disclosure agreements to protect our intellectual property and proprietary technology.  There can be no assurance that the steps taken to protect our intellectual property or proprietary technology will be adequate or enforceable to prevent misappropriation.  In addition, the cost of prosecuting and defending such actions can be significant and have a material adverse effect on our results.



We rely upon others to assist in the education and promotion of our products, and the loss of the participation of these individuals could adversely affect our net sales.  Changes in the rules governing promotion of our products might likewise adversely affect our net sales.

We work with various dental clinicians to educate the dental community on the features and benefits of our products. Some clinicians are a key component to our strategy for growing our sales. The inability or unwillingness of one or more of these clinicians to continue to assist us could negatively impact the sales of certain significant products.  If new laws are enacted or new regulations promulgated that restrict promotional communications about medical products, this may likewise adversely affect our net sales.



We are subject to potential product liability claims as a result of the design, manufacture and marketing of our products.  Claims alleging product liability may involve large potential damages and significant defense costs.  We currently maintain insurance coverage for such claims but there can be no assurance that our insurance coverage will be adequate or that all such claims will be covered by our insurance.  A product liability claim could adversely affect our reputation.  A successful claim against us in excess of the available insurance coverage could have a material adverse effect on our results.



Item 1B. Unresolved Staff Comments.



None.



15







Item 2. Properties.



The Company's principal facilities are as follows:





Description
              Square Feet
              Location
              Owned/LeasedCorporate Headquarters and Manufacturing
              113,000
              Earth City, Missouri
              OwnedManufacturing
              12,000
              Brownsville, Texas
              OwnedOffice and Manufacturing
              48,200
              Fort Wayne, Indiana
              OwnedOffice and Manufacturing
              5,000
              Fort Wayne, Indiana
              Leased, on month to month termsOffice, Distribution and Manufacturing
              95,000
              Algonquin, Illinois
              OwnedOffice and Distribution
              33,000
              Corona, California
              OwnedOffice
              6,500
              Chicago, Illinois
              Leased, expires August 2011Office and Manufacturing
              40,400
              Grafton, Wisconsin
              Leased, expires July 2012Office and Manufacturing
              29,700
              Dungarvan, Ireland
              Owned






The Company believes that its facilities are generally in good condition.



Item 3. Legal Proceedings.



The Company and its subsidiaries from time to time are parties to various legal proceedings arising in the normal course of business.  Management believes that none of these proceedings, if determined adversely, would have a material adverse effect on the Companys financial position, results of operations or liquidity.



Item 4. Submission of Matters to a Vote of Security Holders.



Not applicable.



16







PART II



Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



Market Prices and Dividends



The Companys Common Stock is listed on The Nasdaq Global Select Market under the symbol "YDNT."



The following table sets forth the high and low closing prices of the Companys Common Stock as reported by The Nasdaq Global Select Market and cash dividends declared during the last eight quarters.





Market Price
              Cash Dividends DeclaredQuarter
              High
              Low2007First
              $33.32
              $24.37
              $0.04Second
              $29.05
              $24.44
              $0.04Third
              $30.00
              $26.66
              $0.04Fourth
              $28.81
              $21.01
              $0.042008First
              $26.59
              $16.56
              $0.04Second
              $21.34
              $15.35
              $0.04Third
              $22.80
              $18.97
              $0.04Fourth
              $19.58
              $9.48
              $0.04






On January 31, 2009, there were approximately 133 holders of record of the Company's Common Stock.



The Company has paid quarterly dividends on its Common Stock since the third quarter of 2003.



Payment of future cash dividends will be at the discretion of the Company's Board of Directors and will be dependent upon the earnings and financial condition of the Company and any other factors deemed relevant by the Board of Directors, and will also be subject to any applicable restrictions contained in the Company's then existing credit arrangements.



17











Issuer Purchases of Equity Securities

(in thousands except per share data) (1)



Period
              Total Number of Shares Purchased
              Average Price Paid per Share
              Total Number of Shares Purchased as Part of Publicly Announced Program
              Maximum Number of Shares that May Yet Be Purchased Under the ProgramOctober 2008
              48
              $15.12
              48
              213November 2008
              19
              $11.92
              19
              194December  2008
              33
              $12.67
              33
              161Total Fourth Quarter 2008
              100
              $13.70
              100
              161




(1)
              The share repurchase program authorizing the purchase of up to 500 shares was announced May 6, 2008. The authorization will expire July 31, 2009 and replaces the previous share repurchase program which was scheduled to expire on July 31, 2008.




18







Item 6. Selected Financial Data.



The following table presents selected financial data of the Company. This historical data should be read in conjunction with the Consolidated Financial Statements and the related notes thereto in Item 8, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7. All amounts except per share data are expressed in thousands.

Year Ended December 312008
              2007
              2006 (1)
              2005
              2004Income Statement Data:Net sales
              $ 99,143
              $ 97,402
              $ 90,805
              $  84,766
              $  79,201Cost of goods sold
              46,847
              45,623
              41,694
              38,851
              35,851Gross profit
              52,296
              51,779
              49,111
              45,915
              43,350Selling, general and administrative expenses
              32,543
              31,019
              25,628
              22,090
              22,219Income from operations
              19,753
              20,760
              23,483
              23,825
              21,131Interest expense (income) and other, net
              867
              1,150
              (28)
              (485)
              (144)Income from operations before
      provision for  income taxes
              18,886
              19,610
              23,511
              24,310
              21,275Provision for income taxes
              6,705
              6,677
              8,732
              8,972
              8,138Income from continuing operations
              12,181
              12,933
              14,779
              15,338
              13,137Income from discontinued operations
              0
              0
              0
              0
              797Net income
              $12,181
              $12,933
              $14,779
              $  15,338
              $  13,934Basic earnings per share
              $    1.52
              $    1.46
              $    1.65
              $       1.71
              $   1.54Basic earnings per share from continuing
      Operations
              $    1.52
              $    1.46
              $    1.65
              $       1.71
              $   1.45Basic earnings per share from discontinued
      operations
              $     0.00
              $     0.00
              $     0.00
              $     0.00
              $  0.09Basic weighted average common shares
      outstanding
              7,999
              8,828
              8,954
              8,957
              9,040Diluted earnings per share
              $     1.51
              $     1.44
              $     1.61
              $       1.65
              $1.48Diluted earnings per share from continuing
      Operations
              $     1.51
              $     1.44
              $     1.61
              $       1.65
              $1.40Diluted earnings per share from discontinued
      Operations
              $     0.00
              $     0.00
              $     0.00
              $       0.00
              $0.08Diluted weighted average common shares
      outstanding
              8,069
              8,982
              9,182
              9,312
              9,409Cash dividends declared per common share
              $   0.16
              $   0.16
              $   0.16
              $      0.16
              $      0.16As of December 312008
              2007
              2006
              2005
              2004Balance Sheet Data:Working capital
              $  23,493
              $  25,491
              $  25,982
              $  28,186
              $  19,428Total assets
              159,576
              158,768
              156,588
              118,089
              109,829Total debt (including current maturities)
              29,349
              36,646
              21,810
              -
              -Stockholders' equity
              106,277
              103,338
              117,498
              103,564
              95,137


__________

(1)
              On July 31, 2006 and August 18, 2006, the Company acquired substantially all of the assets of Microbrush, Inc. and Microbrush International Ltd., respectively (collectively Microbrush).  The income statement data for the year ended December 31, 2006 includes results of operations for Microbrush, Inc. from July 31, 2006 through December 31, 2006 and Microbrush International Ltd. from August 18, 2006 through December 31, 2006.  The balance sheet data as of December 31, 2006 includes the Microbrush acquisition.








19









Item 7. Management's Discussion and Analysis (MD&A) of Financial Condition and Results of Operation (in thousands).



General

Young Innovations, Inc. and its subsidiaries (the Company) develops, manufactures and markets supplies and equipment used by dentists, dental hygienists, dental assistants and consumers.  The Company's product offering includes disposable and metal prophylaxis (prophy) angles, prophy cups and brushes, dental micro-applicators, panoramic X-ray machines, moisture control products, infection control products, dental handpieces (drills) and related components, endodontic systems, orthodontic toothbrushes, flavored examination gloves, children's toothbrushes, and children's toothpastes.

The Companys manufacturing and distribution facilities are located in Missouri, Illinois, California, Indiana, Texas, Wisconsin and Ireland.

The Company operates in one reporting segment, which is the development and manufacture of a broad line of products marketed to dental professionals.  The Company markets its products primarily in the U.S.  The Company also markets its products in several international markets, including Canada, Europe, South America, Central America, and the Pacific Rim.  International sales represented approximately 18% and 16% of the Companys total net sales in 2008 and 2007, respectively and less than 10% of the Companys total net sales in 2006.



Some of the risk factors that affect the Companys business and financial results are discussed in Item 1A: Risk Factors.  We wish to caution the reader that the risk factors discussed in Item 1A: Risk Factors, and those described elsewhere in this report or our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in the forward-looking statements.



Critical Accounting Policies



The SEC has requested that all registrants include in their MD&A a description of their most critical accounting policies, the judgments and uncertainties affecting the application of those policies, and the likelihood that materially different amounts would be reported under different conditions using different assumptions.  The SEC indicated that a critical accounting policy is one which is both important to the portrayal of the companys financial condition and results and requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.  The Company believes that the following accounting policies fit this definition:



Allowance for doubtful accounts  The Company has 36% of its December 31, 2008 accounts receivable balance with two large customers (see footnote 5 of the notes to consolidated financial statements set forth in Item 8) with the remaining balance comprised of amounts due from numerous customers, some of which are international.  Accounts receivable balances are subject to credit risk.  Management has reserved for expected credit losses, sales returns and allowances, and discounts based upon past experience, as well as knowledge of current customer information.  The Company believes that its reserves are adequate.  It is possible, however, that the accuracy of our estimation process could be impacted by unforeseen circumstances.  The Company continuously reviews its reserve balance and refines the estimates to reflect any changes in circumstances.



Inventory  The Company values inventory at the lower of cost or market on a first-in, first-out (FIFO) basis.  Inventory values are based upon standard costs, which approximate actual costs.  Management regularly reviews inventory quantities on hand and records a write-down for excess or obsolete inventory based primarily on estimated product demand and other information related to the inventory including planned introduction of new products and changes in technology.  If demand for the Companys products is significantly different than managements expectations, the value of inventory could be materially impacted.  Inventory write-downs are included in cost of goods sold.



Goodwill and other intangible assets  In accordance with the Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Intangible Assets, goodwill and other intangible assets with indefinite useful lives are reviewed by management for impairment at least annually, or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.  If indicators of impairment are present, the determination of the amount of impairment would be based on managements judgment as to the future operating cash flows to be generated from the assets.  SFAS



20







No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.



Revenue Recognition - Revenue from the sale of products is recorded at the time title passes, generally when the products are shipped, as the Companys shipping terms are customarily FOB shipping point.  Revenue from the rental of equipment to others is recognized on a month-to-month basis as the revenue is earned.  The Company generally requires payment within 30 days from the date of invoice and offers cash discounts for early payment.  For certain acquired businesses that offer different terms, the Company migrates these customers to the terms referred above within a 2-5 year period.



The Company offers discounts to its distributors if certain conditions are met.  Customer allowances, volume discounts and rebates, and other short-term incentive programs are recorded as a reduction in reported revenues at the time of sale.  The Company reduces product revenue for the estimated redemption of annual rebates on certain current product sales. Customer allowances and rebates are estimated based on historical experience and known trends.



The policy with respect to sales returns generally provides that a customer may not return inventory except at the Companys option, with the exception of X-ray machines, which have a 90-day return policy.  Historically, the level of product returns has not been significant.  The Company generally warrants its products against defects, and its most generous policy provides a two-year parts and labor warranty on X-ray machines.  The Company owns X-ray equipment rented on a month-to-month basis to customers.  A liability for the removal costs of the rented X-ray machines is capitalized and amortized over four years.



Stock compensation -Effective January 1, 2006, the Company adopted SFAS No. 123(R). The Company elected the modified prospective transition method as permitted by SFAS No. 123(R); accordingly, results from prior periods have not been restated.  Under this transition method, compensation cost must be recognized in the financial statements for all awards granted after the date of adoption as well as for existing stock awards for which the requisite service had not been rendered as of the date of adoption.   Under the provisions of SFAS 123(R), share-based compensation cost is estimated at the grant date based on the awards fair-value as calculated by an option pricing model, and is recognized as expense ratably over the requisite service period. The option pricing models require judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model
      change significantly, share-based compensation expense may differ in the future from that recorded in the current period.



Assets and Liabilities Acquired in Business Combinations  The Company periodically acquires businesses.  All business acquisitions completed subsequent to 2002 were accounted for under the provisions of SFAS No. 141, Business Combinations, which requires the use of the purchase method.  The purchase method requires the Company to allocate the cost of an acquired business to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.  The allocation of acquisition cost to assets acquired includes the consideration of identifiable intangible assets.  The excess of the cost of an acquired business over the fair value of the assets acquired and liabilities assumed is recognized as goodwill.  The Companys measurement of fair values and certain preacquisition contingencies may impact the Companys cost allocation to assets acquired and
      liabilities assumed for a period of up to one year following the date of an acquisition.  The Company utilizes a variety of information sources to determine the value of acquired assets and liabilities.  For larger acquisitions, third-party appraisers are utilized to assist the Company in determining the fair value and useful lives of identifiable intangibles, including the determination of intangible assets that have an indefinite life.  The valuation of the acquired assets and liabilities and the useful lives assigned by the Company will impact the determination of future operating performance of the Company.



21









Results of Operations



The following table sets forth, for the periods indicated, certain items from the Company's statements of income expressed as a percentage of net sales.

Years Ended December 312008
              2007
              2006Net sales
              100.0%
              100.0%
              100.0%Cost of goods sold
              47.3
              46.8
              45.9Gross profit
              52.7
              53.2
              54.1Selling, general and administrative expenses
              32.8
              31.8
              28.2Income from operations
              19.9
              21.4
              25.9Interest expense (income) and other, net
              0.9
              1.2
              (.0)Income from operations before provision
      for income taxes
              19.0
              20.2
              25.9Provision for income taxes
              6.7
              6.9
              9.6Net income
              12.3%
              13.3%
              16.3%






22







Year Ended December 31, 2008, Compared to Year Ended December 31, 2007



Net Sales - Net sales for the year ended December 31, 2008 were $99,143, up 1.8% or $1,741 from $97,402 in the prior year.  The sales increase reflects strong demand for the Companys consumable products, which were offset by weak performance in its diagnostic product line.  The Companys preventive, infection control, micro-applicators and home care product lines,
which are included in the Companys consumable products, posted solid growth in 2008.  In addition, a weaker U.S. dollar provided a benefit to sales of approximately $474.  The Companys diagnostic product line posted disappointing results.  On a full year basis, the diagnostic product line sales were approximately $2,300 below the 2007 results.  The Company believes this product line continues to be negatively effected by on-going economic uncertainty, as the Company witnessed a significant increase in purchase deferrals at the end of the year.



Gross Profit - Gross profit increased $517, or 1.0%, from $51,779 in 2007 to $52,296 in 2008.  The additional gross profit was primarily a result of the increased net sales.  Gross margin decreased to 52.7% in 2008 from 53.2% in 2007 as a result of changes in product mix and a $130 reallocation of selling, general and administrative expense into cost of goods sold. This was offset by reduction in staffing levels and the benefits of facility consolidations the Company has implemented over the past two years.



Selling, General and Administrative Expenses (SG&A)- SG&A expenses increased by $1,524, or 4.9%, to $32,543 in 2008 from $31,019 in 2007.  Share-based compensation cost totaled $1,442 in 2008 compared to $1,071 in 2007.  SG&A increased primarily due to the full year impact of headcount additions in 2007 in addition to increased equity compensation, incentive compensation and facility expenses in accordance with the Companys previously disclosed plans.  This was offset by a $130 reallocation of SG&A expenses to cost of goods sold.  As a percentage of net sales, SG&A expenses increased to 32.8% in 2008 from 31.8% in 2007 as a result of the factors explained above.



Income from Operations - Income from operations in 2008 was $19,753 compared to $20,760 in 2007, a decrease of 4.9%.  The change was a result of the factors described above.



Interest Expense, net Interest expense, net increased to $1,332 versus $1,109 in 2007.  The increase was attributable to higher levels of debt partially offset by lower interest rates in 2008 compared to 2007.  The increase in debt levels was primarily related to the settlement of the earnout payment for the Microbrush acquisition and repurchases of the Companys stock.



Other (Income) Expense, net Other (income) expense, net increased to $(465) versus $41 in 2007. This increase was primarily attributable to a foreign exchange impact on debt repaid from the Companys Irish subsidiary of approximately $300.



Provision for Income Taxes - During the year ended 2008, the Companys provision for income taxes increased to $6,705 versus $6,677 in 2007 as a result of an increase in the effective tax rate.  The effective tax rate in 2008 was 35.5% compared to 34.1% in 2007.   The higher effective tax rate in 2008 is primarily attributable to recognition of a tax benefit in 2007 associated with the lower tax rate on earnings at the Companys operations in Ireland due to lower local tax rates and certain earnings being permanently reinvested there in 2007.



Year Ended December 31, 2007, Compared to Year Ended December 31, 2006



Net Sales - Net sales for the year ended December 31, 2007 were $97,402, up 7.3% or $6,597 from $90,805 in the prior year.  Sales for the year were positively impacted by the acquisition of Microbrush, which contributed approximately $14,500 in net sales in 2007, an increase of $9,500 over $5,000 in 2006.  Microbrush was acquired in the third quarter of 2006.  In addition, while the Company believes end-user demand for preventive and infection control products sold through distributors increased in total, sales of these products to distributors decreased in 2007.  Distributor purchases continued to be impacted by further distributor consolidation activity and improved inventory management systems, which reduced inventory holding levels at certain distributors.



Gross Profit - Gross profit increased $2,668, or 5.4%, from $49,111 in 2006 to $51,779 in 2007.  The additional gross profit was primarily a result of the increased net sales resulting from the Microbrush acquisition.  Gross margin decreased to 53.2% in 2007 from 54.1% in 2006 as a result of lower sales of certain products to distributors and reduced production levels.  In preparation for future consolidations, the Company maintained staffing levels in manufacturing, which negatively impacted profitability.  Gross margin continued to have volatility related to distributor purchase patterns,



23







product mix and consolidation activity.



Selling, General and Administrative Expenses (SG&A)- SG&A expenses increased by $5,391, or 21.0%, to $31,019 in 2007 from $25,628 in 2006.  SG&A costs increased approximately $1,500 as a result of the acquisition of Microbrush.  Share-based compensation cost totaled $1,071 in 2007 compared to $294 in 2006.  In 2007 the Company made considerable investments in personnel and physical infrastructure to support its long-term growth objectives. The Company substantially enhanced its sales and marketing team and product development efforts across its product offerings, adding approximately 30 people in these areas. The Company also opened a new warehouse and distribution facility to support both its growth and consolidation activities.   As a percentage of net sales, SG&A expenses increased to 31.8% in 2007 from 28.2% in 2006 as a result of the factors explained above.



Income from Operations - Income from operations in 2007 was $20,760 compared to $23,483 in 2006, a decrease of 11.6%.  The change was a result of the factors described above.



Interest Expense, net Interest expense, net increased to $1,109 versus $28 in 2006.  This increase was primarily attributable to additional interest expense resulting from borrowings on the Companys credit facility to finance the Microbrush acquisition and the buyback of 1,000 shares of the Companys Common Stock from trusts controlled by George E. Richmond, its Vice Chairman and principal stockholder.



Other (Income) Expense, net Other (income) expense, net decreased to $41 versus $(56) in 2006.  This decrease was due to lower levels of miscellaneous income.



Provision for Income Taxes - During the year ended 2007, the Companys provision for income taxes decreased to $6,677 versus $8,732 in 2006 as a result of lower pre-tax income as well as a decrease in the effective tax rate.  The effective tax rate in 2007 was 34.1% compared to 37.1% in 2006.   The lower effective tax rate in 2007 is primarily attributable to recognition of a tax benefit associated with the lower tax rate on earnings at the Companys operations in Ireland due to lower local tax rates and certain earnings being permanently reinvested there.



Liquidity and Capital Resources



Sources of Cash

Historically, the Company has financed its operations primarily through cash flow from operating activities and, to a lesser extent, through borrowings under its credit facility.  Net cash flow from operating activities was $22,465, $20,440, and $13,711, for 2008, 2007 and 2006, respectively.  The increase in operating cash flow in 2008 is attributable to a decrease in accounts receivable due to a change in payment timing by one of the Companys largest customers and a decrease in notes receivable due to a decrease in in-house financing.  These were offset by a build in inventory related to inventory planning, consolidation activities and new product introductions as well as lower net income.



On January 16, 2008, the Company transferred a majority of its X-ray equipment loans to a third party for a cash payment of $3,519.  The Company transferred $4,154 of the notes receivable portfolio for a purchase price of $4,140.  Of the purchase price, $621 is subject to a recourse holdback pool that has been established with respect to the limited recourse the third party has on the loans.  On May 5, 2008, the Company transferred additional X-ray equipment loans to a third party for a cash payment of $235.  There is an additional $42 subject to a recourse holdback pool.  As the transactions do not qualify as sales of assets under SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, the transactions have been treated as financing and the loans remain on the Companys balance sheet.  As the third party receives payments on the transferred notes, the
      Company reduces the corresponding notes receivable and secured borrowing balances.  As of December 31, 2008, the residual amount of notes receivable transferred to a third party was $2,815, of which $1,126 is classified as a short-term notes receivable and $1,689 as a long-term notes receivable.  A corresponding long-term and short-term liability have been recorded, net of the recourse holdback pool of $663, on the Companys balance sheet.



The Company maintains a credit agreement with a borrowing capacity of $75,000, which expires in April 2010.  Borrowings under the agreement bear interest at rates ranging from LIBOR + .75% to LIBOR + 1.50%, or Prime, depending on the Companys level of indebtedness.  Commitment fees for this agreement range from .125% to .15% of the unused balance. The agreement is unsecured and contains various financial and other covenants.  As of December 31, 2008, the Company was in compliance with all of these covenants.  During 2008, the Company borrowed under the credit



24







facility to finance the buyback of shares of the Companys Common Stock, as well as for investments in facilities and for working capital needs.  At December 31, 2008, the Company had $29,349 in outstanding borrowings under this agreement and $45,651 available for borrowing. Management believes through its operating cash flows as well as borrowing capabilities, the Company has adequate liquidity and capital resources to meet its needs on a short and long-term basis.



Uses of Cash

Consistent with historical spending, the Companys uses of cash primarily relate to acquisition activity, capital expenditures, dividend distributions to shareholders, and stock repurchases.  Specific significant uses of cash over the three years are as follows:



2008

Net capital expenditures for property, plant and equipment were $3,214 in 2008. Significant capital expenditures included facility expansion and improvements, production machinery and new equipment purchases.  Future capital expenditures are expected to include facility improvements, production machinery and information systems. In May 2008, the Company paid $2,735 as an earnout payment for certain performance targets achieved in the purchase of Microbrush Inc. and Microbrush International, Ltd.  The Company also repurchased 505 shares of its Common Stock for $9,406.  Quarterly dividends of $0.04 per share were paid March 14, June 16, September 15, and December 15, 2008, for a total payment of $1,281.



2007

Net capital expenditures for property, plant and equipment were $7,279 in 2007.  Significant capital expenditures included the construction of a distribution and manufacturing facility in Illinois, facility improvements, and new equipment purchases.  The Company also repurchased 1,000 shares of its Common Stock from trusts controlled by George E. Richmond, the Companys Vice Chairman and principal stockholder, for an aggregate purchase price of $26,000.  In addition, the Company repurchased 53 shares of its Common Stock for $1,285.  Quarterly dividends of $0.04 per share were paid March 15, June 15, September 14, and December 14, 2007, for a total payment of $1,391.



2006

Net capital expenditures for property, plant and equipment were $7,189 in 2006.  Significant capital expenditures included land, facility improvements, panoramic X-ray machines and new equipment purchases.  In January 2006, YI Ventures LLC (a wholly owned subsidiary) acquired D&N Microproducts, Inc., a contract manufacturer of the Companys diagnostic product line.  The Company paid approximately $2,800 in cash.  On July 31, 2006, the Company acquired substantially all of the assets of Microbrush, Inc. and Microbrush International, Ltd. for approximately $32,000 in cash. The purchase price was principally financed with borrowings on the Company's credit facility and cash generated from operations.  In addition, the Company repurchased 51 shares of its Common Stock for $1,669.  Quarterly dividends of $0.04 per share were paid March 15, June 15, September 15, and December 15, 2006, for a total payment of $1,457.





Contractual Obligations
              Payments due by periodTotal
              Less than
      1 Year
              1-3 years
              4-5 years
              Beyond 5 yearsOperating Leases (including buildings)
              $   1,534
              $   440
              $         869
              $         225
              $       --Long-Term Debt
              $ 29,349
              $       --
              $    29,349
              $         ---
              $       --Liability for uncertain tax positions
              $      101
              $    101
              $            --
              $           ---
              $       --Total
              $ 30,984
              $    541
              $    30,218
              $         225
              $       --




As of December 31, 2008 and 2007, management was aware of no relationships with any other unconsolidated entities, financial partnerships, structured finance entities, or special purpose entities that were established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes.



Recent Financial Accounting Standards Board Statements



See footnote 23 to the Companys audited consolidated financial statements set forth in Item 8.



25







Item 7A.  Quantitative and Qualitative Disclosures About Market Risk (amounts in thousands).



Market risks relating to the Companys operations result primarily from changes in interest rates and changes in foreign exchange rates.  From time to time, the Company finances acquisitions, capital expenditures and its working capital needs with borrowings under a revolving credit facility.  Due to the variable interest rate feature on the debt, the Company is exposed to interest rate risk.  Based on the Companys average debt balance, a theoretical 100-basis-point increase in interest rates would have resulted in approximately $317, $258, and $110 of additional interest expense in the years ended December 31, 2008, 2007 and 2006, respectively.



Sales of the Companys products in a given foreign country can be affected by fluctuations in the exchange rate.  However, the Company sells approximately 18% of its products outside the United States.  Of these foreign sales, 35% are denominated in Euros and 4% in Canadian dollars with the remainder denominated in U.S. dollars.  The Company does not feel that foreign currency movements have a material impact on its financial statements.



The Company does not use derivatives to manage its interest rate or foreign exchange rate risks.





26







Item 8. Financial Statements and Supplementary Data.



Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders

Young Innovations, Inc.



We have audited the accompanying consolidated balance sheet of Young Innovations, Inc. and subsidiaries as of December 31, 2008, and the related consolidated statements of income, stockholders equity, and cash flows for the year then ended. In connection with our audit of the consolidated financial statements, we have also audited the financial statement schedule. We also have audited Young Innovations internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Young Innovations management is responsible for these financial statements, the financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
      included in the accompanying Managements Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements, the financial statement schedule and an opinion on the companys internal control over financial reporting based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audit of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
      effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
      prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Young Innovations, Inc. and subsidiaries as of December 31, 2008, and the results of their operations and their cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Also in our opinion, Young Innovations, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on the criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
      of the Treadway Commission (COSO).





/s/ Crowe Horwath LLP



Crowe Horwath LLP

Oak Brook, Illinois

March 11, 2009



27











Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

Young Innovations, Inc.:



We have audited the accompanying consolidated balance sheet of Young Innovations, Inc. and subsidiaries as of December 31, 2007, and the related consolidated statements of income, stockholders equity and cash flows for each of the years in the two-year period ended December 31, 2007. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule.  These consolidated financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Young Innovations, Inc. and subsidiaries as of December 31, 2007, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.  Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



/s/ KPMG LLP

Chicago, Illinois

March 12, 2008



28









MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING



The management of Young Innovations, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting.  The Companys internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.  Internal control over financial reporting includes policies and procedures that:




              pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;



              provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America;



              provide reasonable assurance that receipts and expenditures of the Company are being made in accordance with authorization of management and directors of the Company; and



              provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.




Internal control over financial reporting includes the controls themselves, monitoring and testing, and actions taken to correct deficiencies as identified.



All internal control systems, no matter how well designed, have inherent limitations, including the possibility that controls can be circumvented or overridden, and misstatements due to error or fraud may occur and not be detected.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Further, conditions in our business change over time, and, therefore, internal control effectiveness may vary over time.



The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2008.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework.  Managements assessment included an evaluation of the design of the Companys internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.  Based on this assessment and the foregoing criteria, management believes that, as of December 31, 2008, the Companys internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2008 has been audited by Crowe Horwath LLP, an independent registered
      accounting firm, as stated in their report, which is included in Item 8 of this Report.



29









YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)





December 312008
              2007AssetsCurrent assets:Cash and cash equivalents
              $     667
              $     528Trade accounts receivable, net of allowance for doubtful accounts of $425 and $530 in 2008 and 2007, respectively
              10,421
              13,074Inventories
              16,486
              14,381Other current assets
              4,759
              4,878Total current assets
              32,333
              32,861Property, plant and equipment, net
              32,905
              32,992Goodwill
              80,334
              77,511Other intangible assets
              10,602
              11,133Other assets
              3,402
              4,271Total assets
              $159,576
              $158,768Liabilities and Stockholders EquityCurrent liabilities:Accounts payable and accrued liabilities
              $     8,840
              $     7,370Total current liabilities
              8,840
              7,370Long-term debt
              29,349
              36,646Long-term secured borrowing
              1,281
              -Deferred income taxes
              13,829
              11,414Total liabilities
              53,299
              55,430Stockholders equity:
      Common Stock, voting, $.01 par value, 25,000 shares authorized; 10,219 shares issued in 2008 and 2007
              102
              102Additional paid-in capital
              25,336
              25,024Retained earnings
              133,531
              122,631Common Stock in treasury, at cost; 2,452 and 2,007 shares in 2008 and 2007, respectively
              (52,673)
              (44,595)Accumulated other comprehensive (loss) income
              (19)
              176Total stockholders equity
              106,277
              103,338Total liabilities and stockholders equity
              $ 159,576
              $ 158,768




The accompanying notes are an integral part of these statements.



30









YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)





Years Ended December 312008
              2007
              2006Net sales
              $    99,143
              $    97,402
              $    90,805Cost of goods sold
              46,847
              45,623
              41,694Gross profit
              52,296
              51,779
              49,111Selling, general and administrative expenses
              32,543
              31,019
              25,628Income from operations
              19,753
              20,760
              23,483Interest expense, net
              1,332
              1,109
              28Other (income) expense, net
              (465)
              41
              (56)Income from operations before provision for income taxes
              18,886
              19,610
              23,511Provision for income taxes
              6,705
              6,677
              8,732Net income
              $    12,181
              $    12,933
              $    14,779Basic earnings per share
              $        1.52
              $        1.46
              $        1.65Diluted earnings per share
              $        1.51
              $        1.44
              $        1.61Basic weighted average shares outstanding
              7,999
              8,828
              8,954Diluted weighted average shares outstanding
              8,069
              8,982
              9,182






The accompanying notes are an integral part of these statements.



31







YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

(in thousands)

Common
      Stock
              Additional
      Paid-In
      Capital
              Retained
      Earnings
              Common
      Stock in
      Treasury
              Deferred Stock
      Compensation
              Accumulated Other Comprehensive (Loss) Income
              Total
              
              Comprehensive
      IncomeBALANCE, January 1, 2006
              102
              29,172
              97,767
              (23,215)
              (262)
              -
              103,564Net income
              -
              -
              14,779
              -
              -
              -
              14,779
              
              $  14,779Eliminate remaining deferred stock compensation
              -
              (262)
              -
              -
              262
              -
              -Common Stock purchased
              -
              -
              -
              (1,669)
              -
              -
              (1,669)Stock options exercised
              -
              (936)
              -
              1,809
              -
              -
              873Issuance of restricted stock
              -
              (136)
              -
              136
              -
              -
              -Share-based compensation
              
              294
              -
              
              
              
              294Excess income tax benefit from stock options
              -
              1,070
              -
              -
              -
              -
              1,070Cash dividends ($0.16 per share).
              -
              -
              (1,457)
              -
              -
              -
              (1,457)Foreign currency
      translation adjustments
              -
              -
              -
              -
              -
              44
              44
              
              44Comprehensive income
              
              
              
              
              
              
              
              
              $14,823BALANCE, December 31, 2006
              102
              29,202
              111,089
              (22,939)
              -
              44
              117,498Net income
              -
              -
              12,933
              -
              -
              -
              12,933
              
              $  12,933Common Stock purchased
              -
              -
              -
              (27,285)
              -
              -
              (27,285)Stock options exercised
              -
              (2,964)
              -
              3,231
              -
              -
              267Issuance of restricted stock
              -
              (2,398)
              -
              2,398
              -
              -
              -Share-based compensation
              -
              1,071
              -
              -
              -
              -
              1,071Excess income tax benefit from stock options
              -
              113
              -
              -
              -
              -
              113Cash dividends ($0.16 per share)
              -
              -
              (1,391)
              -
              -
              -
              (1,391)Foreign currency             translation adjustments
              -
              -
              -
              -
              -
              132
              132
              
              132Comprehensive income
              
              
              
              
              
              
              
              
              $13,065BALANCE, December 31, 2007
              102
              25,024
              122,631
              (44,595)
              -
              176
              103,338Net income
              -
              -
              12,181
              -
              -
              -
              12,181
              
              $12,181Common Stock purchased
              -
              -
              -
              (9,438)
              -
              -
              (9,438)Stock options exercised
              -
              (335)
              -
              589
              -
              -
              254Issuance of restricted stock
              -
              (771)
              -
              771
              -
              -
              -Share-based compensation
              -
              1,442
              -
              -
              -
              -
              1,442Excess income tax (shortfall) benefit from stock options
              -
              (24)
              -
              -
              -
              -
              (24)Cash dividends ($0.16 per share)
              -
              -
              (1,281)
              -
              -
              -
              (1,281)Foreign currency              translation adjustments
              -
              -
              -
              -
              -
              (195)
              (195)
              
              (195)Comprehensive income
              
              
              
              
              
              
              
              
              $11,986BALANCE, December 31, 2008
              $ 102
              $ 25,336
              $133,531
              $(52,673)
              $   --
              $   (19)
              $106,277




The accompanying notes are an integral part of these statements.



32









YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



Years Ended December 312008
              2007
              2006Cash flows from operating activities:Net income
              $12,181
              $12,933
              $14,779Adjustments to reconcile net income to net cash flows from operating activities:Depreciation and amortization
              4,013
              4,161
              3,430Share based compensation expense
              1,442
              1,071
              294Deferred income taxes
              1,898
              1,156
              1,177Loss on private equity investment fund
      Changes in assets and liabilities, net of effects of acquisitions
      and divestitures:
              89
              33
              83Trade accounts receivable
              2,542
              90
              (2,137)Inventories
              (2,142)
              (199)
              (340)Other current assets
              646
              1,548
              (1,673)Other assets
              1,530
              57
              (1,114)Accounts payable and accrued liabilities
              266
              (410)
              (788)Total adjustments
              10,284
              7,507
              (1,068)Net cash flows from operating activities
              22,465
              20,440
              13,711Cash flows from investing activities:Payments for acquisitions of businesses and intangible assets, net of cash acquired
              (2,735)
              --
              (35,622)Purchases of property, plant and equipment
              (3,214)
              (7,279)
              (7,189)Purchases of private equity investment
              (750)
              (150)
              (750)Net cash flows from investing activities
              (6,699)
              (7,429)
              (43,561)Cash flows from financing activities:Payments on long-term debt
              (58,363)
              (34,824)
              (8,473)Borrowings on long-term debt
              51,066
              49,660
              30,283Payments of long-term secured borrowings
              (1,602)
              --
              --Borrowings of long-term secured borrowings
              3,754
              --
              --Excess tax (shortfall) benefit from stock option exercises
              (24)
              113
              1,070Proceeds from stock options exercised
              443
              283
              1,176Purchases of treasury stock
              (9,627)
              (27,299)
              (1,975)Payment of cash dividends
              (1,281)
              (1,391)
              (1,457)Net cash flows from financing activities
              (15,634)
              (13,458)
              20,624Effect of exchange rate changes on cash and cash equivalents
              7
              (42)
              16Net increase (decrease) in cash and cash equivalents
              139
              (489)
              (9,210)Cash and cash equivalents, beginning of period
              528
              1,017
              10,227Cash and cash equivalents, end of period
              $    667
              $    528
              $ 1,017




The accompanying notes are an integral part of these statements.



33







YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008

(in thousands, except per share data)



1.  ORGANIZATION:



Young Innovations, Inc. and its subsidiaries (the Company) develops, manufactures and markets supplies and equipment used by dentists, dental hygienists, dental assistants and consumers.  The Company's product offering includes disposable and metal prophylaxis (prophy) angles, prophy cups and brushes, dental micro-applicators, panoramic X-ray machines, moisture control products, infection control products, dental handpieces (drills) and related components, endodontic systems, orthodontic toothbrushes, flavored examination gloves, children's toothbrushes, and children's toothpastes.

The Companys manufacturing and distribution facilities are located in Missouri, Illinois, California, Indiana, Texas, Wisconsin and Ireland.  Export sales were approximately 18% and 16% of total net sales for 2008 and 2007, respectively and less than 10% in 2006.  Sales denominated in Euros and Canadian dollars approximated 6% and 1%, respectively of total sales in 2008.



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:



Principles of Consolidation



The consolidated financial statements include the accounts of Young Innovations, Inc. and its direct and indirect wholly owned subsidiaries.  All significant intercompany accounts and transactions are eliminated in consolidation.



Use of Estimates



The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period.  Actual results could differ from those estimates.  Some of the more significant estimates include allowances for doubtful accounts, inventory valuation reserves, rebate accruals, warranty reserves, liabilities for potential incentive compensation and uncertain income tax positions.



Cash and Cash Equivalents



Cash and cash equivalents include all highly liquid investments with an initial maturity of three months or less.



Inventories



Inventories are stated at the lower of cost (which includes material, labor and manufacturing overhead) or net realizable value.  Inventory values are based upon standard costs which approximate actual costs, determined by the first-in, first-out (FIFO) method.



Property, Plant and Equipment



Property, plant and equipment are stated at cost.  Expenditures for repairs and maintenance are charged to expense as incurred, and additions and improvements that significantly extend the lives of assets are capitalized.  Upon disposition, cost and accumulated depreciation are eliminated from the related accounts, and any gain or loss is reflected in the statements of income.  The Company provides depreciation using the straight-line method over the estimated useful lives of respective classes of assets as follows:



Buildings and improvements
              
              3 to 40 yearsMachinery and equipment
              
              3 to 10 yearsEquipment rented to others
              
              4 to 15 years






34









Goodwill and Other Intangible Assets



Goodwill represents the excess of cost over fair value of net assets of businesses acquired.  Pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets acquired in a purchase business combination are not amortized, but are instead tested for impairment at least annually in accordance with the provisions of SFAS 142.  SFAS 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets.  Intangible assets primarily consist of trademarks, license agreements, core technology, patents and patent applications, product formulas, and supplier and customer relationships.  Trademarks have been
      determined to have indefinite useful lives, and therefore the carrying value is reviewed at least annually for recoverability in accordance with the requirements of SFAS No. 142.  Other intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets, generally between 5 and 40 years, and tested for impairment whenever conditions indicate that an asset may be impaired.



Impairment of Long-Lived Assets



The Company assesses and measures any impairments of long-lived assets other than goodwill and indefinite life intangibles in accordance with the provisions of SFAS No. 144.  If facts and circumstances suggest that a long-lived asset may be impaired, the carrying value is reviewed.  If this review indicates that the carrying value of the asset will not be recovered, as determined based on projected undiscounted cash flows related to the asset over its remaining life, the carrying value of the asset is reduced to its estimated fair value.  The Company has not incurred any material impairments of long-lived assets during 2008, 2007 and 2006.



Fair Value of Financial Instruments



Financial instruments consist principally of cash, accounts receivable, notes receivable, accounts payable and debt.  The estimated fair value of these instruments approximates their carrying value.  Due to the short term nature of the notes receivable, book value approximates fair value.



Shipping and Handling



Shipping and handling costs are included as a component of cost of sales.  Shipping and handling costs billed to customers are included in sales.



Revenue Recognition



Revenue from the sale of products is recorded at the time title passes, generally when the products are shipped, as the Companys shipping terms are customarily FOB shipping point.  Revenue from the rental of equipment to others is recognized on a month-to-month basis as the revenue is earned.  The Company generally requires payment within 30 days from the date of invoice and offers cash discounts for early payment.  For certain acquired businesses that offer different terms, the Company migrates these customers to the terms referred above within a 2-5 year period.



The Company offers discounts to its distributors if certain conditions are met.  Customer allowances, volume discounts and rebates, and other short-term incentive programs are recorded as a reduction in reported revenues at the time of sale.  The Company reduces product revenue for the estimated redemption of annual rebates on certain current product sales. Customer allowances and rebates are estimated based on historical experience and known trends.



The policy with respect to sales returns generally provides that a customer may not return inventory except at the Companys option, with the exception of X-ray machines, which have a 90-day return policy.  Historically, the level of product returns has not been significant.  The Company generally warrants its products against defects, and its most generous policy provides a two-year parts and labor warranty on X-ray machines.  The Company owns X-ray equipment rented on a month-to-month basis to customers.  A liability for the removal costs of the rented X-ray machines is capitalized and amortized over four years.



In 2006, the Company adopted the disclosure requirements of Emerging Issues Task Force (the EITF) Issue No. 06-3,



35







How Taxes Collected from Customers and Remitted to Governmental Authorities Should be Presented in the Income Statement (that is, gross versus net presentation) for tax receipts on the face of their income statements. The scope of this guidance includes any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, sales, use, value added, and some excise taxes (gross receipts taxes are excluded). The Company has historically presented such taxes on a net basis.



Advertising Costs



Advertising costs are expensed when incurred.  Advertising costs were approximately $2,857, $2,820, and $2,390 for 2008, 2007 and 2006, respectively.



Research and Development Costs



Research and development costs are expensed when incurred and totaled $796, $738, and $915 for 2008, 2007 and 2006, respectively.



Interest Expense, net



Interest expense, net includes interest paid related to borrowings on the Companys credit facility, as well as interest income earned on various investments and notes receivable.  In 2008, 2007 and 2006, interest income totaled $367, $407 and $633, respectively, and interest expense totaled $1,699, $1,516 and $661, respectively.



Other (Income) Expense, net



Other (income) expense, net includes foreign currency transaction gain/loss and other miscellaneous income, all of which are not directly related to the Companys primary business.



Income Taxes



The Company has accounted for income taxes under SFAS No. 109, Accounting for Income Taxes, which requires an asset and liability approach to accounting for and reporting income taxes.  Deferred income taxes are provided for temporary differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities using rates which are expected to apply in the period the differences are estimated to reverse.



The Company adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes  an interpretation of SFAS No. 109 on January 1, 2007 with no material impact to the financial statements.  FIN 48 requires the Company to maintain a liability for underpayment of income taxes and related interest and penalties, if any, for uncertain income tax positions. In considering the need for and magnitude of a liability for uncertain income tax positions, the Company must make certain estimates and assumptions regarding the amount of income tax benefit that will ultimately be realized. The ultimate resolution of an uncertain tax position may not be known for a number of years, during which time the Company may be required to adjust these provisions, in light of changing facts and circumstances.



Share-Based Compensation



Effective January 1, 2006, the Company adopted SFAS No. 123(R). The Company elected the modified prospective transition method as permitted by SFAS No. 123(R); accordingly, results from prior periods have not been restated.  Under this transition method, compensation cost must be recognized in the financial statements for all awards granted after the date of adoption as well as for existing stock awards for which the requisite service had not been rendered as of the date of adoption.   Under the provisions of SFAS 123(R), share-based compensation cost is estimated at the grant date based on the awards fair-value as calculated by an option pricing model, and is recognized as expense ratably over the requisite service period. The option pricing models require judgmental assumptions including volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model change significantly,
      share-based compensation expense may differ in the future from that recorded in the current period.



Foreign Currency Translation



The translation of financial statements into U.S dollars has been performed in accordance with SFAS No. 52, Foreign



36







Currency Translation.  The local currency for all entities included in the consolidated financial statements has been designated as the functional currency.  Non-U.S. dollar denominated assets and liabilities have been translated into U.S. dollars at the rate of exchange prevailing at the balance sheet date.  Revenues and expenses have been translated at the weighted average of exchange rates in effect during the year.  Translation adjustments are recorded in accumulated comprehensive (loss) income.  Net currency transaction (gains) losses included in other (income) expense, net were $(434), $99 and $(25) for 2008, 2007 and 2006, respectively.



Segment Information



The Company operates as a single reportable operating segment. While management monitors the revenue streams of various products, the identifiable segments' operations are managed and financial performance is evaluated on a company-wide basis. Accordingly, all of the Companys products are considered by management to be aggregated in one reportable operating segment.



Supplemental Cash Flow Information



Cash flows from operating activities include $4,375, $5,196, and $7,464 for the payment of federal and state income taxes and $1,846, $1,539 and $552 for the payment of interest related to borrowings on the Companys credit facility during 2008, 2007 and 2006, respectively.



3.
              ACQUISITIONS:




On July 31, 2006, the Company entered into an agreement, through its wholly-owned subsidiaries Young Microbrush, LLC and Young Microbrush Ireland Ltd., with Microbrush, Inc., a Wisconsin corporation, and Microbrush International Ltd., a Republic of Ireland private limited company, (collectively, Microbrush), to acquire substantially all of Microbrushs assets related to the manufacture, development and distribution of dental products. The acquisition of U.S. purchased assets was completed on July 31, 2006.  The acquisition of Irish purchased assets was completed on August 18, 2006.  The Company paid approximately $32,777 in cash, including direct transaction costs, in connection with the acquisition.  Of the purchase price, $3,000 was paid into an escrow account pending settlement of any indemnification claims.  Pursuant to the purchase agreement, the escrow was released on January 31, 2008 in full to the
      sellers.An additional $2,735 in purchase price was paid by the Company (Earnout Payment) on May 13, 2008 for certain performance targets achieved.  The acquisition further establishes the Company as a leader in the category of consumable dental products, enabling the Company to expand its product offerings in this area.



The acquisition was financed through a combination of cash generated from operations as well as debt, and was accounted for as a business combination.  Debt incurred to finance the acquisition totaled $20,060.  Upon initial allocation of the purchase price at the time of the acquisition, goodwill was determined to be $23,737.  The finalization of the Microbrush purchase price allocation resulted in a $2,086 net increase to goodwill consisting of an increase of $2,735 related to the settlement of the Earnout Payment, an increase of $82 related to adjustments to the fair value of estimates of assets, an increase of $192 related to revised estimates of fees accrued related to the acquisition, a decrease of $578 related to revised estimates for intangible assets and a decrease of $345 related to restructuring accruals.



The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in connection with the acquisition.



Purchase Price
              $
              35,512


Less:

Current assets
              3,295


Property, plant and equipment
              2,775


Identifiable intangible assets, net
              4,903


Plus:

Current liabilities
              (1,284)


Goodwill
              $
              25,823






The allocation of the purchase price to identifiable intangible assets, along with their respective useful lives, is as follows:



37







Amortizable intangible assets:

Patents (10-12 years)
              $
              913


Non-compete agreement (5 years)
              121


Customer relationships (8 years)
              563


1,597


Indefinite-lived intangible asset (not subject to amortization):

Trademark/Trade Name
              3,306


$
              4,903




The results of operations for the U.S. and the Irish components of Microbrush are included in the consolidated financial statements since July 31, 2006 and August 18, 2006, respectively.



The following unaudited pro forma condensed combined income statement information has been prepared as if Microbrush had been acquired on January 1, 2006.  The unaudited pro forma condensed combined financial information has been derived from the Companys historical consolidated financial statements and those of Microbrush.



ProForma
      Year ended
      December 31, 2006(unaudited)Net sales
              
              
              $98,186Operating income
              
              
              $25,723Net income
              
              
              $15,727Basic earnings per share
              
              
              $1.76Diluted earnings per share
              
              
              $1.71Basic weighted average shares outstanding
              
              
              8,954Diluted weighted average shares outstanding
              
              
              9,182




During the first quarter of 2006, YI Ventures LLC acquired substantially all of the assets and assumed a portion of the liabilities of D&N Microproducts, Inc., a contract manufacturer of the Companys diagnostic product line.  The Company paid approximately $2,800 in cash, including transaction costs.  Upon initial allocation of the purchase price at the time of the acquisition, goodwill was determined to be $1,582 and $269 of supplier relationships was recognized.  The finalization of the D&N Microproducts, Inc. purchase price allocation resulted in a $17 net increase to goodwill from amounts recorded at December 31, 2006, which was primarily related to changes in estimates related to severance liabilities and adjustments to the fair value estimates of the assets and liabilities.  The results of operations for D&N Microproducts, Inc. are included in the consolidated financial statements since January 2006.



4.
              INVESTMENTS:




On February 21, 2006, the Company invested in a private equity investment fund.  At December 31, 2008, the Company has an unfunded capital commitment of up to $1,350.  As of December 31, 2008, the total capital commitment paid by the Company was $1,650.  The investment is accounted for under the equity method of accounting and included in other assets on the Consolidated Balance Sheet.  The investment value recorded approximates fair value.  Equity income (loss) is recorded using a three-month lag.  The Companys loss attributed to this private equity investment was included in other (income) expense, net and totaled $89, $33, and $83 in 2008, 2007, and 2006 respectively.



5.  MAJOR CUSTOMERS AND CREDIT CONCENTRATION:



The Company generates trade accounts receivable in the normal course of business.  The Company grants credit to distributors and customers throughout the world and generally does not require collateral to secure the accounts receivable. The Companys credit risk is concentrated among two distributors that together accounted for 36% and 37% of



38







accounts receivable at December 31, 2008 and 2007, respectively.



The percentage of net sales made to major distributors of the Companys continuing operations were as follows:

Years Ended
      December 31Distributor
              2008
              2007
              2006Henry Schein, Inc.
              15.9%
              14.7%
              15.0%Patterson Companies, Inc.
              12.7%
              12.2%
              13.2%




6.
              NOTES RECEIVABLE:




The Company offers various financing options to its equipment customers, which includes notes payable to the Company.  The equipment was used to secure the notes.  Total revenue from sales of equipment financed by the Company was $45, $2,324 and $5,118 during 2008, 2007 and 2006, respectively.  These transactions are recorded as a sale upon the transfer of title to the purchaser, which generally occurs at the time of shipment, at an amount equal to the sales price of non-financed sales.  Interest on these notes is accrued as earned and recorded as interest income.



On January 16, 2008, the Company transferred a majority of its X-ray equipment loans to a third party for a cash payment of $3,519.  The Company transferred $4,154 of the notes receivable portfolio for a purchase price of $4,140.  Of the purchase price, $621 is subject to a recourse holdback pool that has been established with respect to the limited recourse the third party has on the loans.  On May 5, 2008, the Company transferred additional X-ray equipment loans to a third party for a cash payment of $235.  There is an additional $42 subject to a recourse holdback pool.  As the transactions do not qualify as sales of assets under SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, the transactions have been treated as financing and the loans remain on the Companys balance sheet.  As the third party receives payments on the transferred notes, the
      Company reduces the corresponding notes receivable and secured borrowing balances.  As of December 31, 2008, the residual amount of notes receivable transferred to a third party was $2,815, of which $1,126 is classified as a short-term notes receivable and $1,689 as a long-term notes receivable.  A corresponding long-term and short-term liability have been recorded, net of the recourse holdback pool of $663, on the Companys balance sheet.



Notes receivable consist of the following:

December 312008
              2007Notes receivable, short-term
              $1,258
              $1,571Notes receivable, long-term
              1,847
              3,407Total notes receivable
              $3,105
              $4,978


Notes receivable are included in other current assets and other assets in the accompanying Consolidated Balance Sheets.



Notes bear interest at rates ranging from 0% to 11%, and have a weighted average maturity of 22 months.  Interest income and expense related to the notes are included in the Consolidated Income Statement caption interest expense, net.



7.  INVENTORIES:



Inventories consist of the following:

December 312008
              2007Finished products
              $7,925
              $6,081Work in process
              2,603
              2,349Raw materials and supplies
              5,958
              5,951Total inventories
              $16,486
              $14,381






39









8.  PROPERTY, PLANT AND EQUIPMENT:



Property, plant and equipment consist of the following:

December 312008
              2007Land
              $3,449
              $3,449Buildings and improvements
              20,503
              19,461Machinery and equipment
              24,492
              24,384Equipment rented to others
              6,250
              7,321Construction in progress
              1,205
              1,227$ 55,899
              $ 55,842Less - Accumulated depreciation
              (22,994)
              (22,850)Total property, plant and equipment, net
              $ 32,905
              $ 32,992




The Company has no machinery and equipment under capital lease.  At December 31, 2008, $1,582 of net property, plant and equipment was located outside of the U.S.  Depreciation expense was $3,481, $3,630, and $2,907, for 2008, 2007, and 2006, respectively.



9.  OTHER ASSETS:



Other assets consist of the following:

December 312008
              2007Notes receivable, long-term
              $1,847
              $3,407Investments
              1,445
              784Other
              110
              80Total other assets
              $3,402
              $4,271




10.  GOODWILL AND OTHER INTANGIBLE ASSETS:



Goodwill activity is as follows:

December 312008
              2007Balance, beginning of the year
              $77,511
              $78,233Payment of earnout consideration (see footnote 3)
              2,735
              --Changes to purchase price allocation
              --
              (722)Foreign currency translation
              88
              --Balance, end of the year
              $80,334
              $77,511




On July 31, 2006, the Company acquired Microbrush (see footnote 3).  The acquisition resulted in preliminary goodwill of approximately $23,737 and $4,325 of intangible assets.  During the first nine months of 2007, goodwill decreased by $739 due to adjustments to the purchase price allocation.



During the first quarter of 2006, YI Ventures LLC acquired substantially all of the assets and assumed a portion of the liabilities of D&N Microproducts, Inc., a contract manufacturer of the Companys diagnostic product line.  The Company paid approximately $2,800 in cash, including transaction costs.  Upon initial allocation of the purchase price at the time of the acquisition, goodwill was determined to be $1,582 and $269 of supplier relationships was recognized.  During 2007 goodwill increased $17, which was primarily related to changes in estimates related to severance liabilities and adjustments to the fair value estimates of the assets and liabilities.



40







There have been no changes in goodwill related to impairment losses or write-offs due to sales of businesses during the years ended December 31, 2008 and 2007.



Other intangibles consist of the following:

As of December 31, 2008Gross Carrying Amount
              Accumulated Amortization
              Net Carrying AmountAmortized intangible assetsLicense agreements
              $     1,200
              $       305
              $      895Core technology
              591
              153
              438Patents
              2,256
              885
              1,371Product formulas
              430
              82
              348Customer relationships
              813
              358
              455Non-compete agreements
              371
              254
              117Supplier relationships
              399
              278
              121Total
              $      6,060
              $    2,315
              $    3,745Intangible assets not subject to amortizationTrademarks
              $     6,857
              --
              $     6,857Total intangible assets
              $   12,917
              $    2,315
              $   10,602




As of December 31, 2007Gross Carrying Amount
              Accumulated Amortization
              Net Carrying AmountAmortized intangible assetsLicense agreements
              $     1,200
              $       245
              $      955Core technology
              591
              123
              468Patents
              2,256
              678
              1,578Product formulas
              430
              71
              359Customer relationships
              813
              238
              575Non-compete agreements
              508
              342
              166Supplier relationships
              399
              224
              175Total
              $      6,197
              $    1,921
              $    4,276Intangible assets not subject to amortizationTrademarks
              $     6,857
              --
              $     6,857Total intangible assets
              $   13,054
              $    1,921
              $   11,133




The costs of other intangible assets with finite lives are amortized over their expected useful lives using the straight-line method.  The amortization lives are as follows: 10 to 20 years for patents, license agreements and core technology; 40 years for product formulations; and 5 to 8 years for supplier and customer relationships.  Non-compete agreements are amortized over the length of the signed agreement.  The weighted average life for amortizable intangible assets is 16 years.  Aggregate amortization expense for the years ended December 31, 2008, 2007 and 2006 was $532, $531, and $523, respectively.  The Company wrote off $137 of fully amortized intangible assets in 2008.  Estimated amortization expense for each of the next five years is as follows:



For the year ending 12/31/09
              $
              532


For the year ending 12/31/10
              482


For the year ending 12/31/11
              410


For the year ending 12/31/12
              379


For the year ending 12/31/13
              379






41









11.  ACCOUNTS PAYABLE AND ACCRUED LIABILITIES:



Accounts payable and accrued liabilities consist of the following:

December 312008
              2007Accounts payable
              $  4,122
              $  3,579Accrued compensation and benefits
              2,056
              1,517Accrued taxes
              176
              236Accrued warranty
              309
              317Accrued expenses and other
              2,177
              1,721Total accounts payable and accrued liabilities
              $  8,840
              $  7,370




12.  CREDIT ARRANGEMENTS AND NOTES PAYABLE:



The Company has a credit arrangement that expires in April 2010 and provides for an unsecured revolving credit facility with an aggregate commitment of $75,000.  The Company had $45,651 unused line of credit at December 31, 2008.  Borrowings under the arrangement bear interest at rates ranging from LIBOR +.75% to LIBOR +1.50%, or Prime, depending on the Companys level of indebtedness.  Commitment fees for this arrangement range from .125% to .15% of the unused balance.  The agreement is unsecured and contains various financial and other covenants.  As of December 31, 2008, the Company was in compliance with these covenants.



Long-term debt was as follows:



December 312008
              2007Revolving credit facility due 2010 with a weighted-average interest rate of 2.24%
              $  29,349
              $  36,646Less  current portion
              --
              --$  29,349
              $  36,646




Aggregate debt maturities are: 2009-$0; 2010-$29,349; 2011-$0; 2012-$0; and 2013 -$0.



13.  COMMON STOCK:



During 2008, the Company repurchased 505 shares of its Common Stock from various stockholders for $9,406.  The Company also reissued 36 shares of its Common Stock from treasury in conjunction with stock option exercises for $805. The Company also issued 34 shares of its Common Stock from treasury pursuant to restricted stock awards.  In addition, the restrictions on 38 previously issued shares of Common Stock lapsed and 10 were repurchased by the Company for $221 (see footnote 14).



During 2007, the Company repurchased 53 shares of its Common Stock from various stockholders for $1,285.  The Company repurchased 1,000 shares from trusts controlled by George E. Richmond, the Companys Vice Chairman and principal stockholder for $26,000.  The Company reissued 27 shares of its Common Stock from treasury in conjunction with stock option exercises for $283.  The Company also issued 128 shares of its Common Stock from treasury pursuant to restricted stock awards.  In addition, the restrictions on 2 previously issued shares of Common Stock lapsed during 2007 (see footnote 14).



14.  SHARE BASED COMPENSATION:



The Company adopted the 1997 Stock Option Plan (the 1997 Plan) effective in November 1997 and amended the Plan in 1999 and 2001.  A total of 1,725 shares of Common Stock were reserved for issuance under this plan which is administered by the compensation committee of the Board of Directors (Compensation Committee).  The Company adopted the 2006 Long-Term Incentive Plan (the 2006 Plan) effective in May 2006.  The 2006 Plan is intended to be a successor to the 1997



42







Plan.  A total of 700 shares were authorized for grant under the 2006 Plan.  Awards under the 2006 Plan may be stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity awards.



Any employee of the Company or its affiliates, any consultant whom the Compensation Committee determines is significantly responsible for the Companys success and future growth and profitability, and any member of the Board of Directors, may be eligible to receive awards under the 2006 Plan.  The purpose of the 2006 Plan is to: (a) attract and retain highly competent persons as employees, directors, and consultants of the Company; (b) provide additional incentives to such employees, directors, and consultants by aligning their interests with those of the Companys shareholders; and (c) promote the success of the business of the Company.  The Compensation Committee establishes vesting schedules for each option issued under the Plan.  Under the 1997 Plan, outstanding options generally vested over a period of up to four years while non-vested equity shares vested over five years.  Under the 2006 Plan, outstanding
      options generally vest over a period of up to three years while non-vested equity shares vest over one, two, three, four and five year periods.  All outstanding options expire ten years from the date of grant under the 1997 Plan and five years from the date of grant under the 2006 Plan.



As of January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment, which requires recognition of expense related to the fair value of stock-based compensation awards. The Company elected the modified prospective transition method as permitted by SFAS No. 123(R); accordingly, results from prior periods have not been restated.  Under this transition method, compensation cost must be recognized in the financial statements for all awards granted after the date of adoption as well as for existing stock awards for which the requisite service had not been rendered as of the date of adoption.   Under the provisions of SFAS 123(R), share-based compensation cost is estimated at the grant date based on the awards fair-value as calculated by an option pricing model, and is recognized as expense ratably over the requisite service period. The option pricing models require judgmental assumptions including
      volatility, forfeiture rates, and expected option life. If any of the assumptions used in the model change significantly, share-based compensation expense may differ in the future from that recorded in the current period.



Stock Options

During the year ended December 31, 2008 and 2007, the Company recorded pre-tax compensation expense of $241 and $168 related to the Companys stock option shares.  As of December 31, 2008, there was approximately $335 of unrecognized compensation expense related to stock options, which will be recognized over the weighted-average remaining requisite service period of 1.5 years.  The total aggregate intrinsic value of options exercised was $378, $398, and $2,730 for the years ended December 31, 2008, 2007, and 2006, respectively.  Payments received upon the exercise of stock options were $443, $283, and $1,176 for the years ended December 31, 2008, 2007, and 2006, respectively.  The related tax (shortfall) benefit realized related to these exercises was $(24), $113 and $1,070 for the years ended December 31, 2008, 2007, and 2006, respectively.  The Company issues shares from treasury upon share option exercises.



The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model.  The weighted-average estimated value of stock options granted during the year ended December 31, 2008 and 2007 was $5.27 and $7.10 per share, respectively, using the following weighted-average assumptions:



2008
              2007Dividend yield (1)
              0.68%
              0.55%Expected volatility (2)
              28%
              25%Risk-free interest rate (3)
              2.35%
              4.72%Expected life (4)
              3.5
              3.5




(1)
              Represents cash dividends paid as a percentage of the share price on the date of grant.


(2)
              Based on historical volatility of the Companys Common Stock over the expected life of the options.


(3)
              Represents the U.S. Treasury STRIP rates over maturity periods matching the expected term of the options at the time of grant.


(4)
              The period of time that options granted are expected to be outstanding based upon historical evidence.




The following table summarizes stock option activity for the year ended December 31, 2008:





43











Options
              Shares (000)
              Weighted-Average Exercise Price
              Weighted-Average Remaining ContractualTerm
              Aggregate Intrinsic Value ($000)Outstanding at January 1, 2008
              863
              $    24.71Granted
              38
              $    23.67Exercised
              (36)
              $    12.23Forfeited or expired
              (58)
              $    33.51Outstanding at December 31, 2008
              807
              $    24.59
              4.08 yrs
              $        650Exercisable at December 31, 2008
              716
              $    24.29
              4.15 yrs
              $        650




The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Companys closing stock price on the last trading day of the year ended December 31, 2008 and the exercise price, multiplied by the number of in-the-money options).



Non-Vested Equity Shares

Under the 2006 Plan, non-vested equity share units and restricted stock may be awarded or sold to participants under terms and conditions established by the Compensation Committee.  The Company calculates compensation cost for restricted stock grants to employees and non-employee directors by using the fair market value of its Common Stock at the date of grant and the number of shares issued. This compensation cost is amortized over the applicable vesting period.  During the year ended December 31, 2008 and 2007, the Company recorded pre-tax compensation expense of $1,201, $903 and $294, respectively, related to the Companys non-vested equity shares.  As of December 31, 2008, there was approximately $2,619 of unrecognized compensation cost related to non-vested equity shares which will be amortized over the weighted-average remaining requisite service period of 2.5 years.  The Company issues share grants from treasury.



The following table details the status and changes in non-vested equity shares for the year ended December 31,2008:



Shares (000)
              Weighted-Average Grant Date Fair ValueNon-vested equity shares, January 1, 2008
              134
              $29.32Granted
              35
              $23.02Vested
              (36)
              $29.22Forfeited
              (1)
              $29.15Non-vested equity shares, December 31, 2008
              132
              $27.70




15.  INCOME TAXES:



Income taxes are based on pretax earnings as follows:



Years ended December 312008
              2007
              2006Domestic
              $16,427
              $17,259
              $23,406Foreign
              2,459
              2,351
              105Total
              $18,886
              $19,610
              $23,511




The components of the provision for income taxes were:





44











Years ended December 312008
              2007
              2006Current :Federal
              $3,923
              $4,267
              $6,411Foreign
              275
              339
              32State
              609
              915
              1,113Total current
              4,807
              5,521
              7,556Deferred:Federal
              1,856
              1,044
              967Foreign
              --
              (20)
              --State
              42
              132
              209Total deferred
              1,898
              1,156
              1,176Provision for income taxes
              $6,705
              $6,677
              $8,732




Reconciliation of the provision for income taxes computed at the U.S. federal statutory rate to the reported provision for income taxes:



Years ended December 312008
              2007
              2006Income from continuing operationsbefore provision for income taxes
              $18,886
              $19,610
              $23,511U.S. federal income tax rate
              35%
              35%
              35%Computed income taxes
              6,610
              6,864
              8,229State income taxes, net of federal tax benefit
              423
              681
              859Foreign income taxes provision (benefit)
              (29)
              (510)
              --Deduction for Domestic Production Activities
              (275)
              (269)
              (279)Other
              (24)
              (89)
              (77)Total provision for income taxes
              $6,705
              $6,677
              $8,732




The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. With certain exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2005. The Company adopted the provisions of FIN 48, Accounting for Uncertainty in Income Taxes  an interpretation of SFAS No. 109 on January 1, 2007 with no material impact to the financial statements. A reconciliation of the beginning and ending balance of unrecognized tax benefits is as follows:

2008Balance at January 1, 2008
              $111Additions based on tax  positions related to the current year
              15Additions for tax positions of prior years
              7Reduction for tax positions of prior years
              --Settlements
              (32)Balance at December 31, 2008
              $101




If recognized in future periods, $101 of the total unrecognized tax benefits as of December 31, 2008 would favorably affect the effective income tax rate. The Company is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.



The Company includes interest and penalties related to unrecognized tax benefits in income tax expense.  Tax expense for the current year ended December 31, 2008 includes $7 of penalties and interest. The total amount of interest and penalties recognized related to uncertain tax provisions at December 31, 2008 was approximately $26.



45









Temporary differences that gave rise to deferred income tax assets and (liabilities):



December 312008
              2007Deferred income tax assets:Trade accounts receivable
              $164
              $148Inventories
              999
              956Stock-based compensation
              566
              391Accrued liabilities
              390
              156State tax loss benefit
              96
              33Other
              20
              24Total deferred income tax assets
              2,235
              1,708Deferred income tax liabilities:Property, plant and equipment
              (2,560)
              (2,233)Intangibles
              (10,826)
              (8,783)Inventories
              (161)
              (326)Tax on undistributed foreign earnings
              (282)
              (72)(13,829)
              (11,414)Net deferred income tax liability
              $(11,594)
              $(9,706)




Current deferred income tax assets of $2,235 and $1,708 are included in other current assets as of December 31, 2008 and 2007, respectively.



Applicable U.S. income and foreign withholding taxes have not been provided on approximately $100 and $2,400 of undistributed earnings of the Company's foreign subsidiary for the years ended December 31, 2008 and 2007, respectively. These earnings are considered to be permanently invested and, under certain tax laws, are not subject to taxes unless distributed as dividends, loaned to the Company or a U.S. affiliate, or if the Company sold its investment in the foreign subsidiary.  Tax on such potential distributions would be partially offset by foreign tax credits. If the earning were not considered permanently invested, approximately $29 and $520 of deferred income taxes would need to be provided for the years ended December 31, 2008 and 2007, respectively.



16.  SALES OF EQUIPMENT RENTED TO OTHERS:



Periodically, customers who rent X-ray equipment from the Company elect to purchase the equipment.  The Company recognizes revenue for the proceeds of such sales and records as cost of goods sold the net book value of the equipment.  Net sales of equipment consistent with this practice were $1,600, $1,512, and $1,452 for 2008, 2007 and 2006, respectively, and gross profit from these sales was $868, $782 and $716 for 2008, 2007 and 2006, respectively.



17.  EMPLOYEE BENEFITS:



The Company has defined contribution 401(k) plans covering substantially all full-time employees meeting service and age requirements.  Contributions to the Plan can be made by an employee through deferred compensation and through a discretionary employer contribution.  Compensation expense related to this plan was $553, $476, and $406, for 2008, 2007 and 2006, respectively. The Company also offers certain healthcare insurance benefits for substantially all employees.



18.  RELATED-PARTY TRANSACTIONS:



The Company paid consulting fees of $50 each year in 2008, 2007 and 2006, to a corporation which is wholly owned by George E. Richmond, the Companys Vice Chairman.



The Company has an employment agreement with George E. Richmond, the Companys Vice Chairman, which paid him $50 each year in 2008, 2007 and 2006, to perform such duties as may be assigned to him by the Companys Board or Chief Executive Officer.



The Company paid fees of $0, $85 and $89, in 2008, 2007 and 2006, respectively, to a corporation which is wholly owned



46







by George E. Richmond, the Companys Vice Chairman, for corporate use of an aircraft owned by that corporation.



In August 2007, the Company purchased 1,000 shares of its Common Stock from trusts controlled by George E. Richmond, the Companys Vice Chairman and principal stockholder, for an aggregate purchase price of $26,000.



19.
              EARNINGS PER SHARE:




Basic earnings per share (Basic EPS) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period.  Diluted earnings per share (Diluted EPS) includes the dilutive effect of stock options and restricted stock, if any, using the treasury stock method.  The following table sets forth the computation of basic and diluted earnings per share:



Years Ended December 312008
              2007
              2006Net income
              $12,181
              $12,933
              $14,779Weighted average shares outstanding for basic earnings per share
              7,999
              8,828
              8,954Dilutive effect of stock options and restricted stock
              70
              154
              228Weighted average shares outstanding for diluted earnings per share
              8,069
              8,982
              9,182Basic earnings per share
              $1.52
              $1.46
              $1.65Diluted earnings per share
              $1.51
              $1.44
              $1.61




20.  QUARTERLY FINANCIAL DATA (UNAUDITED):



1stQtr.
              2ndQtr.
              3rd Qtr.
              4th Qtr.
              Year2008Net sales
              $24,395
              $25,903
              $24,922
              $23,923
              $99,143Gross profit
              12,938
              13,791
              13,163
              12,404
              52,296Income from operations
              4,570
              5,152
              5,208
              4,823
              19,753Net income
              2,831
              3,101
              3,148
              3,101
              12,181Basic earnings per share
              $     .34
              $     .38
              $      .40
              $    .40
              $   1.52Diluted earnings per share
              $     .34
              $     .38
              $      .39
              $    .40
              $   1.51




1stQtr
              2ndQtr.
              3rd Qtr.
              4th Qtr.
              Year2007Net sales
              $22,883
              $24,826
              $24,652
              $25,041
              $97,402Gross profit
              12,355
              13,579
              12,752
              13,093
              51,779Income from operations
              4,734
              5,796
              5,151
              5,079
              20,760Net income
              2,821
              3,472
              3,075
              3,565
              12,933Basic earnings per share
              $     .31
              $     .38
              $      .36
              $    .43
              $   1.46Diluted earnings per share
              $     .31
              $     .37
              $      .35
              $    .43
              $   1.44




21.  COMMITMENTS AND CONTINGENCIES:



The Company leases certain office and warehouse space, manufacturing facilities, automobiles, and equipment under non-cancelable operating leases.  The total rental expense for all operating leases was $780, $893, and $951 for 2008, 2007 and 2006, respectively.  Rental commitments amount to: $440 for 2009, $434 for 2010, $435 for 2011, $225 for 2012, and $0 for 2013.



In certain circumstances, the Company provides recourse for loans for equipment purchases by customers.  Certain banks require the Company to provide recourse to finance equipment for new dentists and other customers with credit histories which are not consistent with the banks' lending criteria.  In the event that a bank requires recourse on a given loan, the Company would assume the banks security interest in the equipment securing the loan.  As of December 31, 2008, 2007 and 2006, respectively, approximately $788, $75 and $20 of the equipment financed with various lenders were subject to



47







such recourse.  Recourse on a given loan is generally for the life of the loan.   Based on the Companys past experience with respect to these arrangements, it is the opinion of management that the fair value of the recourse provided is minimal and not material to the results of operations or financial position of the Company.



The Company and its subsidiaries from time to time are parties to various legal proceedings arising in the normal course of business.  Management believes that none of these proceedings, if determined adversely, would have a material adverse effect on the Companys financial position, results of operations or liquidity.



The policy with respect to sales returns generally provides that a customer may not return inventory except at the Companys option, with the exception of X-ray machines, which have a 90-day return policy.  Historically, the level of product returns has not been significant.  The Company generally warrants its products against defects, and its most generous policy provides a two-year parts and labor warranty on X-ray machines.  The accrual for warranty costs was $309 and $317 at December 31, 2008 and 2007, respectively.  The following is a rollforward of the Companys warranty accrual:



December 312008
              2007Balance, beginning of the year
              $ 317
              $ 293Accruals for warranties issued during the year
              320
              417Warranty settlements made during the year
              (328)
              (393)Balance, end of the year
              $  309
              $ 317




22.  SUBSEQUENT EVENTS:



On February 4, 2009, the Board of Directors declared a quarterly dividend of $0.04 per share, payable March 13, 2009 to shareholders of record on February 13, 2009.



On February 12, 2009, the Compensation Committee of the Board of Directors issued 100.5 shares of restricted stock to certain employees.



48









23.  NEW ACCOUNTING STANDARDS:



In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP 142-3 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that the adoption of this statement will have a material impact on its financial statements.



In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP) and expands disclosure about fair value measurements. In February 2008, the FASB issued FASB Staff Position No. SFAS 157-2, Effective Date of FASB Statement No. 157, which provides a one year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with this staff position, the Company has only adopted the provisions of SFAS 157 with respect to its financial assets and liabilities that are measured at fair value within the financial statements as of January 1, 2008. The provisions of SFAS 157 have not been applied to non-financial
      assets and non-financial liabilities. The major categories of assets and liabilities that are measured at fair value, for which the Company has not applied the provisions of SFAS 157, are as follows: reporting units measured at fair value in the first step of a goodwill impairment under SFAS 142, long-lived assets, including intangible assets measured at fair value for an impairment assessment under SFAS 144.



In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141(R)). Under SFAS No. 141(R), an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred, restructuring costs generally be expensed in periods subsequent to the acquisition date, and changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period impact income tax expense. The
changes related to income taxes also impact the accounting for acquisitions completed prior to the effective date of SFAS 141R.
In addition, acquired in-process research and development is capitalized as an intangible asset and amortized over its estimated useful life. The adoption of SFAS No. 141(R) will change the
      accounting treatment for business combinations, generally on a prospective basis beginning in the first quarter of 2009.  The Company expects SFAS 141R will have an impact on its consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions the Company consummates after the effective date.



In February 2007, the FASB issued SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value. The Company adopted SFAS 159 as of the beginning of its 2008 fiscal year and the adoption did not impact the Companys financial statements, since it did not elect to measure any financial instruments at fair value.



On December 11, 2008, the FASB issued FSP FAS 140-4 and FASB Interpretation ("FIN") 46(R)-8, Disclosures about Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP FAS 140-4 and FIN 46(R)-8"). This FSP requires additional disclosures by public entities with continuing involvement in transfers of financial assets to special purpose entities and with variable interests in VIEs. FSP FAS 140-4 and FIN 46(R)-8 was effective for reporting periods ending after December 15, 2008.  The adoption of FSP FAS 140-4 and FASB Interpretation ("FIN") 46(R)-8 did not impact the Companys financial statements or disclosures.















49











Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.



None.



Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

The Companys Chief Executive Officer and President and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure and that the information is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms.



Managements Annual Report on Internal Control Over Financial Reporting.

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).  The Companys management assessed the effectiveness of the Companys internal control over financial reporting as of December 31, 2008.  In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework.  Managements assessment included an evaluation of the design of the Companys internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting.  Based on this assessment and the foregoing criteria, management believes that, as of December 31, 2008, the Companys internal control over financial reporting is effective.



Changes in Internal Control Over Financial Reporting.

There have been no changes in our internal controls over financial reporting that occurred during the quarterly period ended December 31, 2008 that have materially affected, or that are reasonably likely to materially affect our internal control over financial reporting.



Attestation Report of the Registered Public Accounting Firm



The attestation report of Crowe Horwath LLP, the Companys independent registered public accounting firm,  on the effectiveness of the Companys internal control over financial reporting is set forth under Item 8 in this Annual Report on Form 10-K and is incorporated herein by reference.



Item 9B.  Other Information.



None.



50









PART III



Item 10. Directors, Executive Officers and Corporate Governance.



Directors and Executive Officers



Certain information required by Item 401 of Regulation S-K will be included under the caption Proposal 1: Election of Directors in our 2009 Proxy Statement, and that information is incorporated herein by reference.  The information required by Item 405 of Regulation S-K will be included under the caption Section 16(a) Beneficial Ownership Reporting Compliance in our 2009 Proxy Statement, and that information is incorporated herein by reference.  Such proxy statement will be filed with the Commission within 120 days after the close of the 2009 fiscal year.



A listing of and certain information about our executive officers is included in this Annual Report on Form 10-K under Item 1 of Part I, and that information is incorporated herein by reference.  No family relationships exist among any of the executive officers, directors or director nominees.



Corporate Governance



There have been material changes to the procedures by which stockholders recommend nominees to our Board of Directors.  On October 20, 2008, the Companys Board of Directors approved amendments to the Companys Amended and Restated By-Laws (the By-Laws), effective on October 20, 2008. First, the Board approved an amendment providing that special meetings of the stockholders may be called by the Chairman of the Board or the President of the Company and shall be called by the Secretary at the direction of a majority of the Board of Directors. Previously, stockholders owning at least ten percent of the outstanding capital stock of the Company could request a special meeting. Second, the Board approved an amendment requiring a two-thirds vote of the outstanding capital stock of the Company to alter, amend or repeal the By-Laws. Previously, the By-Laws were silent as to the required vote for stockholders
      who sought to alter, amend or repeal the By-Laws. Third, the Board approved an amendment providing that directors can only be removed by a two-thirds vote of the outstanding capital stock of the Company and then only for cause. Previously, the By-Laws were silent as to the required vote and terms for the removal of directors.



Audit Committee



The information required by Item 407(d)(4) and (d)(5) of Regulation S-K will be included under the caption Audit Committee in the 2009 Proxy Statement, and that information is incorporated by reference herein.



Code of Ethics



We have adopted a Code of Ethics applicable to all employees.  This code is applicable to all of our directors and employees, including our principal executive officer, principal financial officer and principal accounting officer.  Our Code of Ethics is available on the Companys website at www.ydnt.com under the subheading Corporate Governance under Investor Relations.  We intend to post on our website any amendments to, or waivers from, our Code of Ethics.   Shareholders may request a copy of the Code of Ethics by writing to the Companys Secretary at the Companys address.



Item 11. Executive Compensation.



The information required by Item 402 of Regulation S-K will be included under the captions Compensation Discussion and Analysis, Named Executive Officer Compensation, including the tables entitled Summary Compensation Table, Grants of Plan-Based Awards in Fiscal Year 2008, Outstanding Equity Awards at 2008 Fiscal Year-end,
Option Exercises and Stock Vested in Fiscal Year 2008, and Employment Agreements and Potential Payments upon Termination or Change-in-Control Arrangements and Potential Payments Upon Termination and
Following a Change-In-Control for Fiscal Year 2008, Non-employee Director Compensation, and Director Compensation in Fiscal Year 2008 in our 2009 Proxy Statement, which is incorporated herein by reference.  Information required by paragraphs (e)(4) and (e)(5) of Item 407 of Regulation S-K will be included under the captions Compensation Committee Interlocks and Insider Participation and Compensation Committee Report in our 2009 Proxy
      Statement, which is incorporated herein by reference.  Such proxy statement will be filed with the Commission within 120 days after the end of the 2008 fiscal year.





51









Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



Information required by Items 201(d) and 403 of Regulation S-K will be included under the captions Equity Compensation Plan Information, and Securities Beneficially Owned by Management and Principal Shareholders, respectively, in the 2009 Proxy Statement, and is incorporated herein by reference.  Such proxy statement will be filed with the Commission within 120 days after the end of the Companys fiscal year.



Item 13. Certain Relationships and Related Transactions, and Director Independence.



Information required by Items 404 and 407(a) of Regulation S-K will be included under the captions Relationships and Related Person Transactions and Director Independence, respectively,  in the 2009 Proxy Statement, and is incorporated herein by reference.  Such proxy statement will be filed with the Commission within 120 days after the end of the 2008 fiscal year.



Item 14.  Principal Accountant Fees and Services.



Information concerning this item will be included under the caption Independent Registered Public Accounting Firm in the 2009 Proxy Statement, and is incorporated herein by reference.  Such proxy statement will be filed with the Commission within 120 days after the end of the 2008 fiscal year.



52









PART IV



Item 15. Exhibits and Financial Statement Schedules.



(a)(1) Financial Statements  Reference is made to Item 8 hereof:

Consolidated Balance Sheets  December 31, 2008 and 2007


Consolidated Statements of Income  Years ended December 31, 2008, 2007, and 2006


Consolidated Statements of Stockholders Equity  Years ended December 31, 2008, 2007, and 2006


Consolidated Statements of Cash Flows  Years ended December 31, 2008, 2007, and 2006


Notes to Consolidated Financial Statements  December 31, 2008




(a)(2) Financial Statement Schedule  The following financial statement schedule of the Company is included for the years ended December 31, 2008, 2007, and 2006:



Schedule II Valuation and Qualifying Accounts.



All other financial statement schedules are omitted for the reason that they are not required or are not applicable, or the required information is shown in the financial statements or the notes thereto.



(a)(3) Exhibits  See the Exhibit Index for the exhibits filed as a part of or incorporated by reference into this report.



EXHIBIT INDEX



EXHIBIT

NUMBER
              DESCRIPTION


3.1(a)
              Articles of Incorporation of the Company and Statement of Correction.




3.2(r)
              Amended and Restated By-Laws of the Company, effective as of October 20, 2008.




4.1(o)
              Amended and Restated Credit Facilities Agreement, by and among Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. as Lender and the Letter of Credit Issuer, and the Other Lenders and the Company, dated November 28, 2006.




4.2(q)
              Waiver and Amendment No. 1 to Amended and Restated Credit Facilities Agreement, by and among Bank of America, N.A., as Administrative Agent and a Lender,  and Other Lenders and the Company, dated October 1, 2007.




4.3(s)
              Consent and Amendment to Amended and Restated Credit Facilities Agreement dated May 7, 2008.




10.1(b)
              Amended and Restated 1997 Stock Option Plan.




10.2(f)
              Employment Agreement dated April 1, 2002, by and between the Company and George E. Richmond.




10.4(b)
              Form of the Companys Restricted Stock Award Agreement with schedule of grantees.




10.5(f)
              Consulting Agreement dated April 1, 2002, by and between the Company and GER Consulting, Inc.




10.6(f)
              Form of Indemnity Agreement entered into with each member of the Company's Board of Directors.




53







10.7(h)
              Amendment to George E. Richmond Employment Agreement dated May 14, 2002.




10.8(h)
              Amendment to GER Consulting, Inc. Consulting Agreement dated May 14, 2002.




10.9(i)
              Amendment to George E. Richmond Employment Agreement dated March 28, 2003.




10.10(i)
              Amendment to GER Consulting, Inc. Consulting Agreement dated March 28, 2003.




10.12(k)
              2006 Long-Term Incentive Plan.




10.14(l)
              Employment Agreement dated June 2, 2006, by and between the Company and Daniel Tarullo.




10.16(m)
              Employment Agreement dated January 31, 2007, by and between the Company and Alfred E. Brennan, Jr.




10.17(m)
              Employment Agreement dated January 31, 2007, by and between the Company and Arthur L. Herbst, Jr.




10.18(n)
              Form of Non-employee Director Stock Option under the Amended and Restated 1997 Stock Option Plan.




10.19(n)
              Form of Employee Stock Option under the Amended and Restated 1997 Stock Option Plan.




10.20(p)
              Retention Bonus Agreement dated February 22, 2007, by and between the Company and Alfred E. Brennan.




10.21(p)
              Retention Bonus Agreement dated February 22, 2007, by and between the Company and Arthur L. Herbst.




10.22(p)
              Form of Restricted Stock Agreement under the 2006 Long-Term Incentive Plan.




10.23(p)
              Form of Stock Option Grant Notice and Stock Option under the 2006 Long-Term Incentive Plan.




21.1(t)
              Subsidiaries of the Company.




23.1(t)
              Consent of Independent Registered Public Accounting Firm.


23.2(t)
              Consent of Independent Registered Public Accounting Firm.




24.1
              Power of Attorney (included on Signature page).




31.1(t)
              Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.




31.2(t)
              Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002.




32.1(t)
              Certification pursuant to 18.U.S.C. Section 1350 as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.


--------------------------------

(a)
              Filed as an Exhibit to the Companys Registration Statement No. 333-34971 on Form S-1 and incorporated herein by reference.


(b)
              Filed as an Exhibit to the Companys Report on Form 10-K filed on March 25, 2002 and incorporated herein by reference.


(f)
              Filed as an Exhibit to the Company's Report on Form 10-Q filed on August 14, 2002 and incorporated herein by reference.


(h)
              Filed as an Exhibit to the Companys Report on Form 10-K filed March 26, 2003 and incorporated herein by reference.


(i)
              Filed as an Exhibit to the Companys Report on Form 10-Q filed on May 8, 2003 and incorporated herein by reference.




54







(k)
              Filed as part of the Company's Definitive Proxy Statement, Schedule 14A, on April 7, 2006 and incorporated herein by reference.


(l)
              Filed as an Exhibit to the Company's Report on Form 8-K filed on June 6, 2006 and incorporated herein by reference.


(m)
              Filed as an Exhibit to the Companys Report on Form 8-K filed on February 5, 2007 and incorporated herein by reference.


(n)
              Filed as an Exhibit to the Companys Report on Form 10-K filed on March 7, 2005 and incorporated herein by reference.


(o)
              Filed as an Exhibit to the Companys Report on Form 8-K filed on December 1, 2006 and incorporated herein by reference.


(p)
              Filed as an Exhibit to the Companys Report on Form 8-K filed on February 23, 2007 and incorporated herein by reference.


(q)
              Filed as an Exhibit to the Companys Report on Form 10-Q filed on November 8, 2007 and incorporated herein by reference.


(r)
              Filed as an Exhibit to the Companys Report on Form 8-K filed on October 22, 2008 and incorporated herein by reference.


(s)
              Filed as an Exhibit to the Companys Report on Form 10-Q filed on August 8, 2008 and incorporated herein by reference.


(t)
              Filed herewith.




(b)
              Exhibits




The exhibits filed as part of this Annual Report on Form 10-K are as specified in Item 15(a)(3) herein.




(c)
              Financial Statement Schedules




The financial statement schedule filed as part of this Annual Report on Form 10-K is as specified in Item 15(a)(2) herein.







55











SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: March 11, 2009



YOUNG INNOVATIONS, INC.By:
              /s/ Alfred E. Brennan, Jr.Alfred E. Brennan, Jr.




Each person whose signature appears below constitutes and appoints George E. Richmond and Alfred E. Brennan, Jr. his true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or
      cause to be done by virtue hereof.



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature
              Title
              Date/s/ ALFRED E. BRENNAN, JR.
      Alfred E. Brennan, Jr.
              Chairman, Chief Executive Officer, Director
      (Principal Executive Officer)
              March 11, 2009/s/ GEORGE E. RICHMOND
      George E. Richmond
              Vice Chairman, Director
              March 11, 2009/s/ ARTHUR L. HERBST, JR.
      Arthur L. Herbst, Jr.
              President and Chief Financial Officer
      (Principal Financial and Accounting Officer)
              March 11, 2009/s/ BRIAN F. BREMER
      Brian F. Bremer
              Director
              March 11, 2009/s/ DR. PATRICK J. FERRILLO
      Dr. Patrick J. Ferrillo
              Director
              March 11, 2009/s/ RICHARD J. BLISS
      Richard J. Bliss
              Director
              March 11, 2009




56







YOUNG INNOVATIONS, INC. AND SUBSIDIARIES



SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

(IN THOUSANDS)









ADDITIONSBALANCE BEGINNING OF YEAR
              CHARGED TO COSTS AND EXPENSES
              ACQUISITIONS
              DEDUCTIONS
              BALANCE AT END OF YEARAllowance for doubtful
      Receivables2006
              
              435
              68
              34
              59
              4782007
              
              478
              89
              0
              37
              5302008
              
              530
              40
              0
              145
              425








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